Shareholder Proxies. To the extent required for purposes of obtaining the Company Shareholders’ Approval, as soon as practicable following the date of this Agreement, the Company shall use commercially reasonable efforts to solicit from its shareholders (other than any Company Shareholder which is a party to the Company Holders Support Agreement) the agreement of such shareholders (in a form reasonably satisfactory to Acquiror) to vote (whether pursuant to a duly convened meeting of the shareholders of the Company or to approve by way of a written resolution of the shareholders of the Company) in favor of the Company Shareholders’ Approval, and/or to appoint individuals designated by the Company as proxies to vote in favor of the Company Shareholders’ Approval.
Shareholder Proxies. As soon as practicable following the date of this Agreement, the Company shall use commercially reasonable efforts to solicit from its shareholders (other than any Company Shareholder which is a party to the Company Holders Support Agreement) the agreement of such shareholders (in a form reasonably satisfactory to Acquiror) to vote (whether pursuant to a duly convened meeting of the shareholders of the Company or to approve by way of a written resolution of the shareholders of the Company) in favor of the Company Shareholder Approval, and/or to appoint individuals designated by the Company as proxies to vote in favor of the Company Shareholder Approval.
Shareholder Proxies. A shareholder may authorize another person to act as proxy for the shareholder by authorizing a person or organization to execute a proxy for the shareholder pursuant to telephonic or electronically transmitted instructions. contract\it\By-laws\By-laws.it
Shareholder Proxies. FWC shall promptly prepare and mail or deliver a Proxy Statement to each of its shareholders. SFSC shall have the right to review in advance, and to the extent practicable, FWC will consult SFSC on, subject to applicable laws relating to the exchange of information, the information contained in the Proxy Statement. FWC covenants and agrees that none of the information in the Proxy Statement will, at the time such document is mailed or delivered to the FWC shareholders, be false or misleading with respect to any material fact or shall omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding the foregoing, SFSC shall have no responsibility for the truth or accuracy of any information contained in the Proxy Statement.
Shareholder Proxies. The effectiveness of this Amendment No. 3 shall be subject to receipt from Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, each a shareholder and an officer of the Company (the "Principals"), of their irrevocable proxies in the form of Exhibit B hereto, duly executed by the Principals (the "Proxies"). In connection with the Proxies, the Company represents and warrants that approval of the Merger requires the receipt of affirmative votes from holders of a majority of the shares entitled to vote at the Company Meeting.
Shareholder Proxies. Each of the Shareholders have executed an irrevocable proxy in the form attached hereto and made a part hereof as Exhibit E (the "Shareholder Proxy") over all Closing Payment Shares and Earnout Shares, if any, beneficially owned by such Shareholder granting to Parent's representatives full authority to vote such shares as the Parent deems appropriate on all matters being voted on by Parent's shareholders. The Shareholder Proxy shall remain in effect over the shares of Closing Payment Shares and any Earnout Shares until the first to occur of either: (i) the public sale of any such Closing Payment Shares or Earnout Shares or (ii) the expiration of the Shareholder Proxy as required by California Law.
