Shareholder Approval; Dissenting Shares Sample Clauses

Shareholder Approval; Dissenting Shares. This Agreement shall have been duly adopted and approved, and the Merger shall have been duly approved, by the Required Company Shareholder Vote, and the aggregate of all "Dissenting Shares" shall represent no more than five percent (5%) of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
Sample 1
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Shareholder Approval; Dissenting Shares. This Agreement and the --------------------------------------- Merger shall have been approved and adopted by the requisite vote or consent of the shareholders of Mixman and of the shareholders of Beatnik and Merger Sub as required by the CCC, and by the parties' respective charter documents, and the number of Dissenting Shares shall not exceed five (5%) of the number of shares of the capital stock of Beatnik to be outstanding immediately following the Effective Time.
Sample 1
Shareholder Approval; Dissenting Shares. This Agreement and the transactions contemplated hereby shall have been adopted and approved by the holders of 100% of the PVS Shares. There shall be no dissenting PVS Shareholders.
Sample 1
Shareholder Approval; Dissenting Shares. The approval of the Merger by the shareholders of the Company by the vote required by the CGCL and the Company’s Articles of Incorporation and By-Laws shall be in full force and effect, and such approval shall be by the holders of at least 95% of the Company’s outstanding capital stock so that Dissenting Shares shall not have the possibility of constituting greater than 5% of the Company’s outstanding capital stock.
Sample 1
Shareholder Approval; Dissenting Shares. This Agreement and the transactions contemplated hereby shall have been duly and validly approved by the shareholders of InfoAccess in accordance with all applicable requirements. Holders of no more than five percent of the outstanding InfoAccess Shares shall have given notice of intent to demand the fair value of their InfoAccess Shares in connection with the Merger in accordance with the WBCA.
Sample 1

Related to Shareholder Approval; Dissenting Shares

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

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

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

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

  • Parent Stockholder Approval The Parent Stockholder 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.

  • 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.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

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