Ultimate Parent Shareholder Approval Sample Clauses

Ultimate Parent Shareholder Approval. The Share Issuance shall have been duly approved by holders of Ultimate Parent Shares constituting the Ultimate Parent Requisite Vote;
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Ultimate Parent Shareholder Approval. Ultimate Parent shall duly take all lawful and commercially reasonable action to call, give notice of, convene and hold a meeting of its shareholders on a date as soon as reasonably practicable (the “Ultimate Parent Shareholders Meeting”) for the purpose of obtaining the Ultimate Parent Shareholder Approval and shall take all lawful and commercially reasonable action to solicit the approval of the Merger on the terms and conditions as set out in this Agreement and the boards of directors of Ultimate Parent shall make the Ultimate Parent Board Recommendation to the shareholders of Ultimate Parent, and shall not change in any manner such recommendation (collectively, a “Change in the Ultimate Parent Recommendation”); provided, that the boards of directors of Ultimate Parent may make a Change in the Ultimate Parent Recommendation prior to Ultimate Parent Shareholders Meeting if a Company Material Adverse Effect has occurred; provided further, that the Ultimate Parent Shareholders meeting shall be held no later than forty-five (45) days from the date of this Agreement. Ultimate Parent shall not make publicly available any such Change in the Ultimate Parent Recommendation without the prior written consent of the Company; provided, however, that Parent may make any public disclosure as required by the SEC or the New York Stock Exchange in Parent’s reasonable discretion without prior consultation with the Company. Notwithstanding any Change in the Ultimate Parent Recommendation, a proposal to approve this Agreement and the Merger shall be submitted to the shareholders of Ultimate Parent at the Ultimate Parent Shareholders Meeting for the purpose of obtaining the Ultimate Parent Shareholder approval; provided, that this Agreement shall not be required to be submitted to the shareholders of Ultimate Parent at the Ultimate Parent Shareholders Meeting if this Agreement has been terminated pursuant to Section 8.1 hereof. Ultimate Parent and Parent shall provide the Company with a copy of all materials to be distributed to the shareholders describing the transactions contemplated hereby not later than forty-eight (48) hours prior to distribution. Parent and Ultimate Parent will consider in good faith any comments that the Company or its representatives have with respect to such materials. All materials distributed to the shareholders with respect to this Agreement or with respect to any description of appraisal rights available to the shareholders shall be in accordanc...
Sample 1

Related to Ultimate Parent Shareholder Approval

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

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

  • Company Stockholder Approval The Company 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.

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

  • 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.

  • 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 Approval The Company Shareholder Approval shall have been obtained.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!