Stockholders Vote. IASG shall have delivered to the Company evidence satisfactory to the Company that a majority of the stockholders of IASG approved the transactions contemplated hereby in accordance with applicable state law.
Stockholders Vote. The Company Stockholder Approval shall have been obtained.
Stockholders Vote. The issuance of the Hexcel Shares and the Required Amendment shall have been approved by the requisite vote of Hexcel's stockholders.
Stockholders Vote. On or prior to the Integration Commencement Date, the Proposed Actions to be submitted for the approval of the stockholders of Parent shall have been approved by the requisite vote of Parent's stockholders.
Stockholders Vote. Provided that Infinity continues as a ----------------- Lender hereunder, within 120 days of the effective date of the Exchange Agreement, the Borrower's stockholders shall fail to approve of the Borrower's issuance of its common stock to Infinity, Glacier Capital Limited and Infinity Emerging Opportunities Limited, in an amount exceeding 20% of the issued and outstanding common stock of the Borrower as of the Effective Date.
Stockholders Vote. 38 SECTION 6.02. Access to Information; Confidentiality........................39 SECTION 6.03. Reasonable Efforts; Notification..............................40
Stockholders Vote. (a) The Company shall, on or before February 2, 2004, (i) seek the Section 280G Approval (as defined in Section 6.01(b)) and (ii) send to any stockholder who did not consent to the Company Stockholder Approval and each participant in the Company ESOP the notice contemplated in Section 262(d)(2) of the DGCL (the "Appraisal Notice"). The Company shall, through the Company Board and the Special Committee, recommend to its stockholders that they give the Section 280G Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal.
(b) No earlier than January 25, 2004 and not later than February 2, 2004, but in any event at least two business days prior to the Closing Date, if this Agreement has not been terminated prior to such time, OCR shall vote (either by written consent pursuant to Section 228 of the DGCL or at a duly called meeting of the Company's stockholders), in accordance with the requirements of Section 280G(b)(5)(B) of the Code and in its capacity as a stockholder of the Company, all of the shares of Company Common Stock held by OCR or direct or cause the voting thereof, in favor of the approval of the payments under the contracts, agreements or other written arrangements between the Company and any of its employees or between Parent or any of its affiliates and any of the Company's employees (i) which payments and contracts, agreements or arrangements are identified on Schedule 6.01(c) of the Company Disclosure Letter and (ii) of which (as to such contracts, agreements or arrangements) prior to the date of this Agreement the Company provided to Parent true and complete copies (other than contracts, agreements or other written arrangements between Parent or any of its affiliates and any of the Company's employees) (the "Section 280G Approval"). The Section 280G Approval shall be expressly limited to the approval of payments triggered by the consummation of the Merger and shall not be applicable to any other Company Takeover Proposal.
(c) Notwithstanding anything to the contrary set forth in the Amended and Restated Investor Agreement dated as of April 27, 2001, among the Company, Parent and OCR (the "Investor Agreement"), the Company hereby agrees that the following actions shall not be deemed to cause a breach under ...
Stockholders Vote. No vote of the stockholders of CCBI is required by Law, the CCBI Articles of Incorporation, the CCBI Bylaws, the Nasdaq listing rules or otherwise in order for CCBI to consummate the Merger. The vote of the CCBI, as the sole stockholder of CCBI Bank, is required for CCBI Bank to consummate the Bank Merger.
Stockholders Vote. A proposed business combination or related person business combination shall be approved in the manner contemplated by law, but no such business combination or related person business combination shall be approved if any two or more directors of the Company then in office shall have not voted in favor of such proposed business combination or related person business combination unless such business or related person business combination after having been approved by the Board of Directors in the manner contemplated by law shall have been approved by the affirmative vote of not less than 85% of the outstanding Common Stock votes of the Company.
Stockholders Vote. As soon as practicable, Heat-N-Glo shall cause to be taken all stockholder action necessary in accordance with applicable law and the charter and by-laws of Heat-N-Glo to approve this Agreement and the Merger. The Board of Directors of Heat-N-Glo will recommend and declare advisable such approval. Heat-N-Glo and Heatilator shall cooperate with each other in the preparation of any materials to be delivered to the stockholders of Heat-N-Glo in connection with any such stockholder action. Heat-N-Glo shall promptly provide to Heatilator copies of all notices, letters and other materials delivered to the stockholders of Heat-N-Glo in connection with such stockholder action, and will keep Heatilator apprised of the status of such stockholder action.
