Common use of Shareholders’ Approvals Clause in Contracts

Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval. (b) Parent, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of Parent's shareholders (the "Parent Shareholders Meeting," together with any Company Shareholders Meeting, the "Shareholders Meetings") for the purpose of obtaining the Parent Shareholder Approval. (c) Parent and the Company shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of such approvals, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the PBCL or the Nasdaq, as applicable, to obtain such approvals, in accordance with the provisions of this Agreement unless, in the good faith opinion of the Company's Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conestoga Enterprises Inc)

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Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval. (b) Parent, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of Parent's shareholders (the "Parent Shareholders Meeting," ", together with any Company Shareholders Meeting, the "Shareholders Meetings") for the purpose of obtaining the Parent Shareholder Approval. (c) Parent and the Company shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of such approvals, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the PBCL or the Nasdaq, as applicable, to obtain such approvals, in accordance with the provisions of this Agreement unless, in the good faith opinion of the Company's Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law.

Appears in 1 contract

Samples: Merger Agreement (Conestoga Enterprises Inc)

Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders MeetingCOMPANY SHAREHOLDERS MEETING") for the purpose of obtaining the Company Shareholder Approval. (b) Parent, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of Parent's shareholders (the "Parent Shareholders MeetingPARENT SHAREHOLDERS MEETING," together with any Company Shareholders Meeting, the "Shareholders MeetingsSHAREHOLDERS MEETINGS") for the purpose of obtaining the Parent Shareholder Approval. (c) Parent and the Company shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of such approvals, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the PBCL or the Nasdaq, as applicable, to obtain such approvals, in accordance with the provisions of this Agreement unless, in the good faith opinion of the Company's Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (D&e Communications Inc)

Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval. (b) Parent, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCLVSCA, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of Parent's shareholders (the "Parent Shareholders Meeting," ", together with any Company Shareholders Meeting, the "Shareholders Meetings") for the purpose of obtaining the Parent Shareholder Approval. (c) Parent and the Company shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of such approvals, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the PBCL PBCL, VSCA or the Nasdaq, as applicable, to obtain such approvals, in accordance with the provisions of this Agreement unless, in the good faith opinion of the Company's Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law.

Appears in 1 contract

Samples: Merger Agreement (Conestoga Enterprises Inc)

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Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders MeetingCOMPANY SHAREHOLDERS MEETING") for the purpose of obtaining the Company Shareholder Approval. (b) Parent, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of Parent's shareholders (the "Parent Shareholders Meeting," PARENT SHAREHOLDERS MEETING", together with any Company Shareholders Meeting, the "Shareholders MeetingsSHAREHOLDERS MEETINGS") for the purpose of obtaining the Parent Shareholder Approval. (c) Parent and the Company shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of such approvals, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the PBCL or the Nasdaq, as applicable, to obtain such approvals, in accordance with the provisions of this Agreement unless, in the good faith opinion of the Company's Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law.

Appears in 1 contract

Samples: Merger Agreement (D&e Communications Inc)

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