Stockholder Approval; Dissenting Shares Sample Clauses

Stockholder Approval; Dissenting Shares. This Agreement and the Merger shall have received the requisite approval of Opticon's stockholders in accordance with the Iowa Business Corporation Act and the number of shares of Opticon Stock as to which Dissenter's Rights have been exercised shall not exceed 5% of the number of outstanding shares of Opticon Stock.
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Stockholder Approval; Dissenting Shares. (a) The Company shall use its reasonable best efforts to cause Stockholders holding shares of Company Capital Stock constituting the Company Requisite Vote (as defined in Section 2.4), to execute a written consent (the “Written Consent Action”) in lieu of a meeting pursuant to Section 228 of the DGCL immediately after the execution of this Agreement, (i) adopting this Agreement and approving the Merger, the Escrow Agreement and all other transactions contemplated hereby and appointing Dxxxxx Xxxxxx as Stockholder Representative, (ii) acknowledging that the approval given thereby is irrevocable and that such Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached thereto, and that such Stockholder has received and read a copy of Section 262 of the DGCL, (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its Company Capital Stock under the DGCL, (iv) acknowledging that such Stockholder is an “accredited investor” as defined in Regulation D under the Securities Act, (v) approving the amendment to the Company Certificate in the form attached as Exhibit C hereto (the “Certificate Amendment”), and (vi) consenting to and agreeing to be bound by the indemnification obligations set forth in Article VI of this Agreement. Within one (1) Business Day following the receipt by the Company of the Company Requisite Vote pursuant to the Written Consent Action, the Company shall file with the Secretary of State of Delaware, and cause to become effective, the Certificate Amendment. (b) Within seven (7) Business Days following the date of this Agreement, the Company shall distribute notice of the taking of the actions described in Section 1.7(a) to all Stockholders not executing the written consent described therein, together with (i) an information statement (the “Information Statement”) containing a description of the appraisal rights of Stockholders available under Section 262 of the DGCL, (ii) such information concerning the Buyer Parties, the Company, the Merger, this Agreement, the Escrow Agreement, the Certificate Amendment and all other transactions contemplated hereby as Ciena shall have previously approved and (iii) a copy of an Investor Representation Letter in the form of Exhibit D hereto. (c) Notwithstanding any provi...
Sample 1
Stockholder Approval; Dissenting Shares. This Agreement, the Merger and the other transactions contemplated hereby shall have been approved by the Company Required Stockholder Vote. The number of Dissenting Shares shall not exceed 5% of the aggregate number of shares of Company Capital Stock (on an as-converted to Common Stock basis) that are issued and outstanding immediately prior to the Closing.
Sample 1
Stockholder Approval; Dissenting Shares. This Agreement, the Merger and the transactions contemplated hereby and thereby shall have been approved and adopted by stockholders of the Company holding not less than eighty-five percent (85%) of the outstanding shares of the Company Capital Stock, as well as by the requisite vote under Delaware Law and the Company's Certificate of Incorporation, as applicable. The Company's stockholders shall have approved by the requisite vote (i) any payments or benefits that may be deemed to constitute "parachute payments" pursuant to Section 280G of the Code such that all such payments, sales, and purchases shall not be deemed to be "parachute payments" pursuant to the proposed regulations issued pursuant to Section 280G of the Code or shall be exempt from such treatment under the proposed regulations issued pursuant to such Section 280G or the rights to such parachute payments shall have been terminated or cancelled and (ii) the Management Incentive Plan. The number of shares of Company Capital Stock constituting Dissenting Shares shall not represent, immediately prior to the Effective Time, more than ten percent (10%) of the issued and outstanding shares of Company Common Stock and Company Preferred Stock.
Sample 1
Stockholder Approval; Dissenting Shares. The Stockholder Approval shall have been executed by the required Merger Stockholder Vote, and a copy of the Stockholder Approval shall have been delivered to Parent, and no more than 5% of the Company Capital Stock shall constitute Dissenting Shares.
Sample 1
Stockholder Approval; Dissenting Shares. Evidence that (i) the Required Stockholder Approval was obtained shall have been delivered to Parent, (ii) Stockholders owning at least ninety-five percent (95%) of the Company Shares and Company Preferred Shares entitled to vote thereon (voting together as a single class on an as-converted to Company Shares basis) shall have adopted this Agreement and approved the Merger; and (iii) Stockholders owning no more than one percent (1%) of the outstanding Company Shares and Company Preferred Shares (calculated on an as-converted to Company Shares basis), in the aggregate, shall have exercised their appraisal rights under Section 262 of the DGCL.
Sample 1
Stockholder Approval; Dissenting Shares. Each of the Stockholders hereby agrees and acknowledges the following: (a) that the terms of the Merger, this Agreement, the Escrow Agreement and all other agreements contemplated herein are hereby approved, ratified and confirmed and the officers of the Company are, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to consummate the transactions contemplated by this Agreement, the Escrow Agreement on the terms set forth in such documents and such other agreements, and
Sample 1
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Related to Stockholder Approval; Dissenting Shares

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

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

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

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

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

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • 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.

  • Dissenting Shares (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

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