Shareholder Approval and Waiver Sample Clauses

Shareholder Approval and Waiver. (a) The issue of Shares pursuant to clause 3.7(b)(ii) of this Agreement, and Options pursuant to clause 3.7(f) is subject to and conditional on the receipt of prior Shareholder approval by the Company pursuant to and in accordance with Listing Rule 7.1 (Shareholder Approval), and the Shareholder Approval remaining valid at the time of issue of the relevant Shares or Options (as applicable). For clarity, this requirement for Shareholder Approval does not apply in respect of the issue of Conversion Shares under clause 3.1 or the issue of Options under clause 2.7. (b) The Company must use its best endeavours to obtain the Shareholder Approval as soon as reasonably practicable, and in any event, by no later than 60 Business Days after the Execution Date. (c) The Company must use its best endeavours to obtain a waiver of Listing Rule 7.3.2 to permit the issue of the relevant Shares or Options pursuant to this Agreement until one week after the Maturity Date (Waiver). (d) If the Shareholder Approval is not obtained or the Waiver is not granted or does not remain valid at the time for issue of any Shares under clause 3.7(b)(ii) of this Agreement, the Company shall not be required to issue such Shares, and clause 4.6 will apply. (e) If the Shareholder Approval is not obtained or the Waiver is not granted or does not remain valid at the time for issue of any Options under clause 3.7(f) under this Agreement, the Company shall not be required to issue such Options and clause 3.7(f) shall not apply.
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Shareholder Approval and Waiver. As soon as possible after the date ------------------------------- hereof, but in no event later than November 30, 2000, the Company shall convene a meeting of shareholders for the purpose of obtaining shareholder approval (with the required majority or supermajority), including any and all approvals required by the applicable policies, rules or regulations of the NASDAQ, (i) to increase the registered capital of the Company which will be required upon the conversion of all authorized shares of the Series A Preferred Stock and the exercise of the Warrants and (ii) to approve the conversion by each of the Purchasers of their shares of Series B Preferred Stock into shares of Series A Preferred Stock in accordance with the terms and conditions set forth in the Series B Certificate of Designations (collectively, the "Approvals"). The Company agrees to use its reasonable best efforts to obtain such votes as may be required for the Approvals, including recommending to the stockholders to vote in favor of the Approvals and voting all shares for which the Company holds proxies (unless otherwise directed by the stockholders submitting such proxy), or is otherwise entitled to vote, in favor of the Approvals. The Company shall bear all expenses in connection with the holding of such meeting, including the costs and expenses of the preparation, filing and distribution of the proxy statement.
Sample 1

Related to Shareholder Approval and Waiver

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Shareholders' Approval If required by applicable law in order to consummate the Merger: (a) The Company shall, at the direction of Buyer, cause a meeting of its shareholders (the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

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