Shareholder Approval; Dissenters' Rights Sample Clauses

Shareholder Approval; Dissenters' Rights. Shareholders holding at least 100% of the outstanding shares of Company Common Stock shall have approved this Agreement, and the transactions contemplated hereby and thereby. None of the Shareholders shall have exercised, or have continuing rights to exercise, appraisal or dissenters’ rights under the PBCL with respect to the transactions contemplated by this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Shareholder Approval; Dissenters' Rights. (a) The Shareholder Approval shall have been obtained in accordance with the IBCL, the Company Charter and the Company’s Bylaws, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect. (b) Holders of not more than 3% of the Shares shall have properly exercised and not revoked their rights to dissent to the Merger under Chapter 44 of the IBCL. Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.
Sample 1
Shareholder Approval; Dissenters' Rights. Shareholders holding at least ninety-five percent (95%) of the Company Capital Stock, including not less than the requisite vote of outstanding shares of each series or class of Company Capital Stock necessary to approve this Agreement, the Merger and the transactions contemplated hereby and thereby, shall have approved this Agreement, the Merger and the transactions contemplated hereby and thereby.
Sample 1
Shareholder Approval; Dissenters' Rights. The shareholders of DCI shall have approved the transactions contemplated herein and holders of no more than ten percent (10%) of the Company Common Stock shall have elected dissenter's rights.
Sample 1
Shareholder Approval; Dissenters' Rights. Holders of at least 93% of the outstanding voting securities of the Company shall have voted their shares in favor of the Merger, thereby waiving their dissenters' rights.
Sample 1
Shareholder Approval; Dissenters' Rights. The Merger shall have been approved by the affirmative vote of at least 92% of the voting power of each class of voting securities of the Company entitled to vote on the Merger. Buyer shall have received evidence, in form and substance reasonably satisfactory to it, including delivery of executed letters of transmittal and Option 106 Cancellation Agreements from the Shareholders listed in Schedule 6.10, that the number of Dissenting Shares shall constitute no greater than nine percent (9%) of the total number of Common Shares outstanding immediately prior to the Effective Time.
Sample 1
Shareholder Approval; Dissenters' Rights. Each Holding Company shareholder hereby consents and agrees in writing, pursuant to Section 228 of the DGCL, to the adoption of the resolutions attached hereto as Schedule 11.16 with respect to the approval by the shareholders of Holding Company of the Merger and the other matters set forth therein, and to the actions contemplated thereby, such resolutions and actions to have the same force and effect as though duly taken and adopted at a meeting of the shareholders of Holding Company duly called and legally held, and waives any dissenter's or appraisal rights it may have under the DGCL with respect to the Merger.
Sample 1
AutoNDA by SimpleDocs
Shareholder Approval; Dissenters' Rights. FBC shall have received the Voting Agreements executed by members of the Board of Directors and officers of the Bank as required by Section 5.6(a) hereof, and such agreements shall be in full force and effect on and as of the Closing Date. The shareholders of the Bank shall have approved this Agreement and the transactions contemplated by this Agreement and no action purporting or attempting to rescind that vote shall have been taken by the Bank or its shareholders. Holders of shares representing no more than one percent of the issued and outstanding Bank Stock shall have demanded or shall be entitled to demand payment of the fair value of their shares as dissenting shareholders.
Sample 1
Shareholder Approval; Dissenters' Rights. Prior to or simultaneously with the Closing, Metanetics shall have obtained the unanimous approval or consent of its shareholders approving and adopting this Agreement, and no such shareholder shall have exercised or threatened to exercise dissenters' rights.
Sample 1

Related to Shareholder Approval; Dissenters' Rights

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

  • Requisite Stockholder Approval The Requisite 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.

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

  • 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.

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

  • 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.

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

  • Dissenters’ Rights Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!