SHAREHOLDER APPROVAL REQUIREMENTS Sample Clauses

SHAREHOLDER APPROVAL REQUIREMENTS. The shareholder approval requirements of this subparagraph are met with respect to any payment if - (i) such payment was approved by a vote of the persons who owned, immediately before the change described in paragraph (2)(A)(i), more than 75 percent of the voting power of all outstanding stock of the corporation, and (ii) there was adequate disclosure to shareholders of all material facts concerning all payments which (but for this paragraph) would be parachute payments with respect to a disqualified individual. The regulations prescribed under subsection (e) shall include regulations providing for the application of this subparagraph in the case of shareholders which are not individuals (including the treatment of nonvoting interests in an entity which is a shareholder) and where an entity holds a de minimis amount of stock in the corporation.
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SHAREHOLDER APPROVAL REQUIREMENTS. This Agreement and the Option granted hereunder shall be null and void if the Plan is not approved by the stockholders of the Company within twelve (12) months of the date the Plan is approved by the Board.
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SHAREHOLDER APPROVAL REQUIREMENTS. The Parties acknowledge that, pursuant to sections (i)(1)(B) and (i)(1)(D)(ii) of Rule 4350 of the Nasdaq Stock Market, any sale of securities that would result in a change of control or any sale of stock or securities convertible into or exercisable for common stock that has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or securities, must be approved by the issuer's shareholders (the "Shareholder Approval Requirements"). The Parties acknowledge that the Company must comply with the Shareholder Approval Requirements prior to selling the Newly Issued Shares and issuing the Warrants. The Company's failure to obtain shareholder approval in accordance with the Shareholder Approval Requirements shall not constitute a breach of this Agreement. The Parties agree that if shareholder approval is not obtained, this Agreement will be terminated in accordance with Section 9.1(i) below. The Company's proxy statement relative to this transaction is attached hereto as Exhibit B (the "Proxy Statement").
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SHAREHOLDER APPROVAL REQUIREMENTS. The only actions by the shareholders of the Company required to approve this Agreement, the Merger and the other transactions contemplated hereby are the consents of (a) the Principal Shareholders and 49 the Voting Shareholders, collectively, as the holders of a majority of the outstanding shares of the Company Common Stock and (b) the Principal Shareholders as the holders of a majority of the outstanding shares of the Company Preferred Stock.
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Related to SHAREHOLDER APPROVAL REQUIREMENTS

  • 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.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

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

  • NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal Market.

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

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

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • 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.

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

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