TARGET SHAREHOLDER APPROVAL. The Purchase and the Distribution shall have been duly approved and adopted at the Shareholders Meeting by the affirmative vote of the holders of Ordinary Shares of Target casting at least two-thirds of the votes cast excluding all Ordinary Shares, if any, beneficially owned by the Voting Trust;
TARGET SHAREHOLDER APPROVAL. (a) Target shall take, in accordance with applicable law and the Target Articles and bylaws of Target, all action necessary to convene a meeting of its shareholders (the “Target Shareholders’ Meeting”) to be held as soon as reasonably practicable after the Form S-4 is declared effective for the purpose of obtaining the Requisite Target Vote required in connection with this Agreement, the Merger and, if so desired and mutually agreed upon, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement. Target and the board of directors of Target shall use its reasonable best efforts to obtain from the shareholders of Target the Requisite Target Vote, including by communicating to Target’s shareholders the Target board of directors’ recommendation (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders approve this Agreement and the transactions contemplated hereby, and Target shall engage a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from shareholders relating to the Requisite Target Vote. Notwithstanding the foregoing or anything to the contrary contained herein, subject to Sections 8.1 and 8.2, if the board of directors of Target, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then the board of directors of Target may withdraw or modify or qualify in a manner adverse to Parent its recommendation (a “Target Adverse Recommendation Change”) to its shareholders that they approve this Agreement and the transactions contemplated hereby, and in submitting this Agreement to its shareholders, the board of directors of Target may submit this Agreement to its shareholders without recommendation or with such modified or qualified recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of Target may communicate the basis for its lack of a recommendation or such modified or qualified recommendation to its shareholders in the Joint Proxy Statement/Prospectus or an appropriate amendment or supplement thereto; provided, that the board of directors of Target may not take any actions under thi...
TARGET SHAREHOLDER APPROVAL. This Agreement shall have been duly approved by the shareholders of Target in accordance with Target’s charter and bylaws and applicable Law.
TARGET SHAREHOLDER APPROVAL. The holders of a majority of the outstanding shares of Target's Common Stock duly approved and adopted this Agreement without a meeting by written consent dated October 12, 2004, in accordance with the provisions of Section 603 of the CGCL.
TARGET SHAREHOLDER APPROVAL. Target Shareholders (excluding any holder of Excluded Shares) approve the Scheme by the necessary majorities at the Scheme Meeting (or any adjournment or postponement thereof).
TARGET SHAREHOLDER APPROVAL. This Agreement and the Merger shall have been approved and adopted (including by written consent) by the holders of at least 90% of the outstanding shares of Target Capital Stock, and holders of no more than 10% of the outstanding shares of Target Capital Stock shall have voted against the Merger or demanded appraisal rights under the California Code (it being understood that the period in which shareholders may demand appraisal rights may not have expired prior to the Closing Date).
TARGET SHAREHOLDER APPROVAL. All of the outstanding shares of Target common stock have been voted for the approval of the Merger.
TARGET SHAREHOLDER APPROVAL. After distribution of the information statement described in Section 5.1(m) hereof to Target's shareholders, Target shall secure an agreement from its shareholders owning in the aggregate 100% of its voting stock (which percentage is sufficient under the Maryland Statute, Target's Articles of Incorporation and By-Laws, and contractually and otherwise, to approve this Agreement and the Transaction) to vote their respective shares of Target Common Stock to approve this Agreement and the Transaction.
TARGET SHAREHOLDER APPROVAL. The Target Shareholders shall have unanimously approved this Agreement and the Merger.
TARGET SHAREHOLDER APPROVAL. The holders of a majority of the outstanding shares of Target’s Common Stock are expected to approve and adopt this Agreement without a meeting by written consent in accordance with the provisions of Section 603 of the CGCL.
