Shareholders' Approval. If required by applicable law in order to consummate the Merger:
(a) The Company shall, at the direction of Buyer, cause a meeting of its shareholders (the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting.
(b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger.
(c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information
Shareholders' Approval. The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.
Shareholders' Approval. The Company shall have received the Shareholders Approval;
Shareholders' Approval. The Shareholders Approval shall have been obtained; provided that the condition to Closing specified in this Section 6.2(k) shall be deemed satisfied if the Court Approval has been obtained and such Court Approval has become final and nonappealable (and, for the avoidance of doubt, no appeal is pending).
Shareholders' Approval. The Purchaser shall promptly submit this Agreement and the transactions contemplated hereby for the approval of its stockholders by majority written consent or at a meeting of stockholders and, subject to the fiduciary duties of the Board of directors of the Purchaser under applicable law, shall use its best efforts to obtain stockholder approval and adoption of this Agreement and the transactions contemplated hereby. In connection with such written action by, or meeting of, stockholders, the Purchaser shall prepare a proxy or information statement to be furnished to the shareholders of the Purchaser setting forth information about this Agreement and the transactions contemplated hereby. The Private Party shall promptly furnish to the Purchaser all information, and take such other actions, as may reasonably be requested in connection with any action to be taken by the Purchaser in connection with the immediately preceding sentence. The Private Company shall have the right to review and provide comments to the proxy or information statement prior to mailing to the shareholders of the Purchaser.
Shareholders' Approval. On or before the Closing Date, each Seller shall have approved the execution of this Agreement, each Transactional Document and the transactions contemplated herein and therein by both the Company and each such Seller.
Shareholders' Approval. Leslie's California shall take all ---------------------- actions reasonably necessary in accordance with applicable law and its articles of incorporation and bylaws to convene a meeting of its shareholders as soon as reasonably practicable for the purpose of considering and approving the principal terms of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Special Meeting"). In --------------- connection with the Special Meeting, the board of directors of Leslie's California shall recommend that the shareholders of Leslie's California vote to approve the principal terms of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction. Proxy Materials and Schedule 13E-3. ----------------------------------
(a) In connection with the Special Meeting, Leslie's California shall prepare and file a preliminary proxy statement relating to the transactions contemplated by the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Preliminary Proxy Statement") with --------------------------- the Securities and Exchange Commission (the "SEC") and shall use its reasonable --- best efforts to respond to the comments of the SEC and to cause a definitive proxy statement to be mailed to Leslie's California's shareholders (the "Definitive Proxy Statement"), all as soon as reasonably practicable; provided, -------------------------- that prior to the filing of each of the Preliminary Proxy Statement and the Definitive Proxy Statement, Leslie's California shall consult with Poolmart with respect to such filings and shall afford Poolmart reasonable opportunity to comment thereon. Poolmart shall provide Leslie's California with any information for inclusion in the Preliminary Proxy Statement and the Definitive Proxy Statement which may be required under applicable law and which is reasonably requested by Leslie's California. Leslie's California shall promptly notify Poolmart of the receipt of the comments of the SEC and of any request from the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and will promptly supply Poolmart with copies of all correspondence between Leslie's California or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Definitive Proxy Statement or the Merger Transaction. If at any time prior to the...
Shareholders' Approval. Company agrees to submit this Agreement and the transactions contemplated hereby to its shareholders for approval to the extent required and as provided by law and the Articles of Incorporation and By-Laws of Company and in accordance with Section 10.1 hereof. A shareholders' meeting of Company shall be held and Company shall use its reasonable best efforts to take all steps as shall be required for said meeting to be held as soon as reasonably practicable after the effective date of the Registration Statement (as defined in Section 10.1 hereof). Company and its Board of Directors shall recommend that the shareholders of Company approve this Agreement and the transactions contemplated hereby and shall use their reasonable best efforts to secure such approval.
Shareholders' Approval. The Company Shareholder Approval shall have been obtained in accordance with applicable Law and the Articles of Association of the Company.
Shareholders' Approval. This Agreement and the transactions contemplated hereby, including, without limitation, the Merger, shall have been adopted and approved by the Requisite Affirmative Vote of the holders of shares of Seller Common Stock entitled to vote at the Seller Shareholders Meeting in accordance with applicable law.
