Stockholder Approval Required. If required by applicable law in order to consummate the Merger: (a) The Company (acting through its Board in accordance with its Restated Certificate of Incorporation and By-laws and acting as soon as practicable following the acceptance for payment and purchase of Shares by Parent pursuant to the Tender Offer) shall take all action necessary to seek approval of the Merger and adoption of this Agreement at a duly called and noticed meeting of the stockholders of the Company, which meeting shall be held as promptly as practicable following the consummation of the Tender Offer and the preparation of the Information Statement (as defined in Section 7.02(b)), or by written consent of the stockholders of the Company in lieu of such a meeting. Parent shall vote or grant its consent, as the case may be, with respect to all shares of Common Stock owned by it, to the approval of the Merger and adoption of this Agreement.
Stockholder Approval Required. The adoption of the Plan by MicroStrategy is subject to the approval of the Plan by the stockholders of MicroStrategy (the “Stockholder Approval”), and if such Stockholder Approval is not obtained prior to 11:59 p.m., Eastern time, on September 4, 2014, this option shall automatically terminate at such time.
Stockholder Approval Required. The Award described in this Instrument is made effective as of the date hereof but is made subject to the approval of the Plan by the stockholders of the Company at the annual meeting of the Company's stockholders to be held in May, 2005. In the event that the stockholders of the Company do not approve the Plan, the Award described in this Instrument shall be null and void and the Recipient shall have no rights whatsoever to issuance of Common Stock or payment of cash as contemplated by the Award described herein.
Stockholder Approval Required. 85 SECTION 1504. Effectiveness of this Article XV......................................................... 85 INDENTURE, dated as of April 30, 1999 between BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal executive offices at 000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and UNITED STATES TRUST COMPANY OF NEW YORK, a banking and trust company organized under the New York banking law, as Trustee (herein called the "Trustee"), having an office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. RECITALS OF THE COMPANY The Company has duly authorized the creation of an issue of its 71/2% Convertible Junior Subordinated Debentures Due 2012 (herein called the "Securities") of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.
Stockholder Approval Required. The only approval of stockholders of the Company required under the DGCL, NASDAQ stock market requirements, the Company Charter, and the Company By-laws in order to approve the Transaction Agreements and the Transaction is the approval of the Transaction by the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote thereon at a stockholder meeting at which a quorum is present, and no other vote or approval of or other action by the holders of any capital stock of the Company is required for the approval of the Transaction and the Transaction Agreements.
Stockholder Approval Required. The consent or votes required in Section 1502 above shall be in addition to any approval of stockholders of the Company which may be required by law or pursuant to any provision of the Company's Amended and Restated Certificate of Incorporation or By-Laws, which approval shall be obtained by vote of the stockholders of the Company in the manner provided in Section 1501 above.
Stockholder Approval Required. This grant is subject to the approval, by the stockholders of the Company, of amendments to the Plan which will be submitted for approval by written consent of the stockholders or, if written consent cannot be obtained, at the next special or annual meeting of stockholders.
Stockholder Approval Required. If required by applicable law in order to consummate the Merger:
(a) The Company (acting through the Board in accordance with its certificate of incorporation and by-laws and acting as soon as practicable following the acceptance for payment and purchase of shares of Common Stock by UDC Acquisition pursuant to the Amended Offer) shall take all action necessary to seek approval of the Merger and adoption of this Agreement at a duly called and noticed meeting of the stockholders of the Company, which meeting shall be held as promptly as practicable following the consummation of the Amended Offer and the preparation of the Proxy Statement (as defined in Section 7.02(b)), or by written consent of the stockholders of the Company in lieu of such a meeting. The Buyout Parties shall, and shall cause each member of the Buyout Group to, vote for or grant its consent to, as the case may be, with respect to all shares of Common Stock owned by it, the adoption of this Agreement.
(b) If required by applicable law in order to consummate the Merger, as promptly as practicable after the acceptance for payment and purchase of shares of Common Stock by UDC Acquisition pursuant to the Amended Offer, (i) UDC Acquisition and the Company shall cooperate in preparing, and the Company shall cause to be filed with the SEC, a proxy statement or information statement that meets the requirements of the Exchange Act and the regulations promulgated thereunder (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") to seek the approval and adoption of this Agreement by the stockholders of the Company. Each of the UDC Acquisition and the Company shall furnish all information as the other parties may reasonably request in connection with such actions and the preparation of the Proxy Statement.
Stockholder Approval Required. 29 SECTION 7.03 Covenants Relating to Information Statement...............................................29
Stockholder Approval Required. Notwithstanding any other provision of this Agreement, no RSU or Dividend Unit shall vest prior to the date that the stockholders of the Company approve the Exchange Offer and the issuance of RSUs pursuant thereto.
