Shareholder Approval Required. Notwithstanding anything to the contrary in this Agreement, Section 13 of this Agreement shall not become effective in any part unless and until it is fully disclosed to and approved by a vote of the persons who own more than seventy five percent (75%) of the voting power of all outstanding capital stock of the Company.
Shareholder Approval Required. This agreement and the exercise of the Option may be subject to the prior approval of the shareholders of the Company to the granting of the Option.
Shareholder Approval Required. The only resolutions of holders of Miami capital stock required under any of the Listing Rules, Prospectus Rules or other applicable Law, or Miami’s Organizational Documents, for the Merger, the Miami Share Issuance and the other transactions contemplated hereby are the resolutions to be duly passed at the Miami Shareholder Meeting (or an adjournment of such meeting): (a) approving the transactions contemplated by this Agreement for the purpose of the Listing Rules; and (b) approving the grant of authority to the Miami Board to allot the Miami Common Stock underlying the ADSs issued pursuant to the Merger and any amendment of Miami’s Organizational Documents required in order to permit the issuance of the ADRs and ADSs in the manner contemplated by this Agreement, such resolutions (a)-(b) requiring the approval of holders of Miami Common Stock present and voting, either in person or by proxy, representing more than 50% of the votes cast at such meeting (the “Miami Shareholder Approval”).
Shareholder Approval Required. (a) Subject to Section 7.26(b) and Section 7.26(c), no vote of the holders of any class of equity securities of any of the Utah Parties is required for the execution and delivery of this Agreement or any other agreements and documents contemplated hereby to which any of the Utah Parties is a party, the performance by any Utah Party of its obligations hereunder and thereunder, or to consummate the Combination and the transactions contemplated hereunder and thereunder, except that consummation of the Combination requires the Utah Shareholder Approval.
(b) Prior to or concurrently with the execution of this Agreement, Utah, as the sole shareholder of Utah Newco, acting by written consent, has approved this Agreement and the consummation of the transactions contemplated hereby, upon the terms and subject to the conditions stated herein and in accordance with the applicable provisions of the Dutch Code.
(c) Prior to or concurrently with the execution of this Agreement, Utah Newco, as the sole shareholder of Utah Newco Sub, acting by written consent, has approved this Agreement and the consummation of the transactions contemplated hereby, upon the terms and subject to the conditions stated herein and in accordance with the applicable provisions of the Dutch Code.
Shareholder Approval Required. As an Award granted pursuant to the Plan, this Award has been made conditioned on approval of the Plan by the stockholders of the Corporation. In the event that the stockholders of the Corporation do not approve the Plan at the 2014 annual meeting of shareholders, this Award shall be void ab initio and Participant shall have no further rights under this Agreement.
Shareholder Approval Required. Grantee understands and agrees that Company has adopted the amended and restated Plan subject to shareholder approval. If the shareholders of Company do not approve the Plan at the annual shareholders meeting on May 19, 2009 or any extensions thereof, the Award and this Agreement shall automatically be withdrawn and cancelled and no amounts will be payable to Grantee hereunder.
Shareholder Approval Required. Notwithstanding anything to the contrary in this Agreement, no portion of the Option shall become exercisable unless and until the Company’s shareholders have approved the Plan.
Shareholder Approval Required. Disinterested shareholder approval is required for any reduction in the exercise price if the Optionee is an Insider of the Company at the time of a proposed amendment.
Shareholder Approval Required. Notwithstanding anything to the contrary in this Agreement, the SARs are granted expressly subject to and conditioned upon (and may not be exercised, in whole or in part, until) the approval by the Company’s stockholders at the Company’s 2021 Annual Meeting of Stockholders of this Agreement and the SARs awarded hereunder. If such stockholder approval is not obtained at the 2021 Annual Meeting of Stockholders, then the SARs, whether vested or unvested, shall be immediately forfeited for no consideration immediately following such 2021 Annual Meeting.
Shareholder Approval Required. If required by applicable law in order to consummate the Merger:
(a) The Company (acting through the Board in accordance with its Articles of Incorporation and Bylaws) shall take all action necessary to seek approval of the Merger and adoption of this Agreement at a duly called and noticed meeting of the shareholders of the Company, which meeting shall be held as promptly as practicable following the preparation of the Proxy Statement (as defined in Section 6.01(b)); provided, however, that the Board shall not be required to call or hold a shareholder meeting if the Board determines to terminate this Agreement on account of a Competing Offer that was not matched by the Buyout Group pursuant to Section 8.01(h). Upon receipt of the Requisite Approval (as defined in Section 7.01(a)), the Buyout Parties shall, and shall cause each member of the Buyout Group to, vote for, with respect to all shares of Common Stock owned by it, the adoption of this Agreement.
(i) Stratford Acquisition and the Company shall cooperate in preparing, and the Company shall cause to be filed with the Securities and Exchange Commission (the “SEC”), a transaction statement as required by Rule 13e-3 of the Exchange Act (together with any amendments thereof or supplements thereto, the “Transaction Statement”) and a proxy statement that meets the requirements of the Exchange Act and the regulations promulgated thereunder (together with any amendments thereof or supplements thereto, the “Proxy Statement”) to seek the approval and adoption of this Agreement by the shareholders of the Company. Each of Stratford Acquisition and the Company shall furnish all information as the other parties may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Transaction Statement.
