Stockholder Approval; Voting Sample Clauses

Stockholder Approval; Voting. Seller, acting through its Board of Directors (the "Board"), shall, unless there exists a Superior Takeover Proposal, as soon as practicable after the date hereof (i) duly call, prepare (in cooperation with Buyer) and give written notice of, convene and hold a special meeting of its stockholders (the "Stockholders' Meeting") for the purpose of considering and taking action upon this Agreement and all transactions contemplated hereby; (ii) include in such written notice of the Stockholders' Meeting the recommendation of the Board that the stockholders of Seller vote in favor of the approval and adoption of this Agreement and all transactions contemplated hereby, unless the Board has determined, in accordance with Section 5.6, that there exists a Superior Takeover Proposal, in which case the Board may recommend that the stockholders of Seller vote against the approval and adoption of this Agreement and all transactions contemplated hereby; (iii) distribute to its stockholders the definitive proxy materials with respect to the sale of the Assets in accordance with Regulation 14A under the Exchange Act, other applicable federal and state laws, (the "Proxy Materials") and (iv), use its reasonable efforts to obtain the necessary approvals by Seller's stockholders of this Agreement and all transactions contemplated hereby. Contemporaneously herewith, each of Rollins Investment Fund and Rxxxxxx Holding Compxxx, Xnc., has executed an agreement whereby each of them has agreed to vote or cause to be voted at the Stockholders' Meeting all shares of capital stock respectively beneficially owned by them in favor of the transactions contemplated by this Agreement unless there exists a Superior Takeover Proposal.
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Stockholder Approval; Voting. 12 1.6 Closing............................................................13 1.7
Stockholder Approval; Voting. Each Investor hereby agrees that it will vote all of the shares of outstanding Common Stock and Preferred Stock beneficially owned by it in favor of the Stockholder Proposal at the Special Meeting.

Related to Stockholder Approval; Voting

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

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

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

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

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

  • Parent Stockholder Approval 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.

  • 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.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • 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.

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