Vote Required; Record Date Clause Samples
Vote Required; Record Date. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement. The record date for determining the stockholders of record entitled to take the action described in Section 4.6 will, pursuant to Section 213(b) of the DGCL, be December 7, 2005.
Vote Required; Record Date. A majority of the issued and outstanding shares of Common Stock entitled to vote, represented in person or by proxy, is required for a quorum at the Special Meeting. Under the Pennsylvania Business Corporation Law of 1988 (the "PBCL"), the approval of the Board of Directors of the Company (the "Company Board") and the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon are required to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company Board has approved the Merger Agreement and the transactions contemplated thereby, and the only remaining required corporate action of the Company is the approval and adoption of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon. PURCHASER ALREADY HAS SUFFICIENT VOTING POWER TO CAUSE THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER SHAREHOLDER OF THE COMPANY. PURCHASER WILL CAUSE ALL SHARES OWNED BY IT TO BE VOTED IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. Only the holders of record of Shares on [ ] [ ], 1997 (the "Record Date") are entitled to vote at the Special Meeting or any adjournment or postponement thereof. At the close of business on such date, there were [ ] Shares issued and outstanding, held by approximately [ ] holders of record. Each Share is entitled to one vote at the Special Meeting. RECOMMENDATION OF THE BOARD OF DIRECTORS On August 19, 1997, the Company Board by unanimous vote of all directors present and voting, based in part on the unanimous recommendation and approval of a committee of the Company Board (the "Special Committee") comprised of Independent Directors (as defined herein) (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that shareholders tender their Shares to Purchaser and approve and adopt the Merger Agreement and the transactions contemplated thereby. ACCORDINGLY, THE COMPANY BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. See "THE MERGER--Recommendation of the Company Board; Fairness of the Offer and the Merge...
Vote Required; Record Date vi Recommendation of the Board of Directors................................ vi Opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ........................................ vi Effective Time of the Merger; Payment for Shares of Common Stock....