SHAREHOLDER APPROVAL IF REQUIRED Sample Clauses

SHAREHOLDER APPROVAL IF REQUIRED. The provisions of this Section 4.4.1 shall apply only if approval of this Agreement and Merger by the shareholders of the Company is required by the New York Law. (a) Subject to the terms and conditions contained herein, the Company shall submit this Agreement and the Merger for approval to the holders of Company Stock at a meeting to be duly held for this purpose by the Company (the "Company Meeting"). The Company shall take all action in accordance with the federal securities laws, the New York Law and its certificate of incorporation and bylaws necessary to duly convene the Company Meeting. The Company shall use its best efforts to hold the Company Meeting as soon as practicable after the date thereof. Subject to the fiduciary duties of the board of directors of the Company under applicable law after the receipt of written advice of counsel in connection with an Alternative Proposal as provided in Section 4.5 hereof, the board of directors of the Company shall recommend that the holders of Company Stock approve such matters, which recommendation shall be contained in a proxy statement and other proxy solicitation materials of the Company (the "Proxy Statement"), and use their commercially reasonable efforts to take all lawful action to solicit such approval by holders of Company Stock. (b) The Company agrees to prepare and file the Proxy Statement with the SEC as promptly as practicable, and to cause the Proxy Statement to be mailed as promptly as practicable to the holders of Company Stock. Parent and the Company each agrees to furnish to the other all information concerning itself and its subsidiaries, officers, directors, and shareholders as may be reasonably requested by the other in connection with the foregoing. (c) The Company agrees, as to itself and the Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement and each amendment or supplement thereto, if any, is filed with the SEC, and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not misleading. The Company further agrees that if it shall become aware prior to the time of the Company Meeting of any information that would cause any of the statements in the Proxy...
Sample 1
AutoNDA by SimpleDocs

Related to SHAREHOLDER APPROVAL IF REQUIRED

  • 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.

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

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

  • 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.

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

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • 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.

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

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