Approval of Company Shareholders. The Company shall, as soon as reasonably practicable after the date of this Agreement, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting"), as promptly as practicable after the date of this Agreement, for the purpose of securing the Company Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its articles of incorporation and by-laws, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with Parent with respect to each of the foregoing matters.
Approval of Company Shareholders. Company shall promptly after the date hereof take all action necessary in accordance with California Law and its Articles of Incorporation and Bylaws to convene a meeting of Company Shareholders to obtain the written consent of Company Shareholders approving the Merger as soon as practicable. Subject to Section 5.1, Company shall use its reasonable best efforts to solicit from all Company Shareholders written consents in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of Company Shareholders required to effect the Merger.
Approval of Company Shareholders. Subject to the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Acquisition, the Company shall cause a meeting of its shareholders to be convened as soon as reasonably possible, but no later than 55 days after the effectiveness of such registration statement, for the purpose of considering the approval of the Acquisition and an amendment to its articles of incorporation to establish the Non-Voting Stock and authorize a sufficient number thereof to effect the transactions contemplated by this Agreement. The Board of Directors of the Company shall recommend to its shareholders that they vote the shares held by them to approve the Acquisition and Non-Voting Stock proposals. The Company shall provide a copy of such Form S-4 and any amendments thereto to the Purchaser promptly after it is filed with the SEC, and shall notify the Purchaser promptly of the receipt of any comments from the SEC or its staff with respect thereto and of any request by the SEC or its staff for amendments or supplements to such Form S-4 or for additional information.
Approval of Company Shareholders. The Board of Directors of the Company shall, promptly after the date of this Agreement and in no event later than February 15, 2001, take all action necessary in accordance with the Wisconsin Statutes and its Articles of Incorporation and Bylaws to solicit consents (or in the event consents cannot be solicited or obtained, to convene a meeting) of the Company Shareholders for the purpose of approving this Agreement, the Articles of Merger and the Key Employee Compensation Plan, and the Company shall consult with Buyer in connection therewith. In addition, the Company shall cooperate with Buyer in determining the appropriate manner of obtaining approval of the Key Employee Compensation Plan through written consents (or, in the case of a meeting, in a vote) intended to comply with the provisions of Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code, including determining the disclosures required to obtain such approvals and the proper Company Shareholders eligible to approve the Key Employee Compensation Plan. Notwithstanding the foregoing, neither Buyer nor the Surviving Corporation shall have any claim against the Company Shareholders for any failure of the consents so obtained to comply with such provisions of the Code. The Board of Directors of the Company will (i) in the event consents cannot be solicited or obtained, cause proper notice of a meeting to be given to its shareholders in compliance with the Wisconsin Statutes and other applicable law and regulation, (ii) recommend by the affirmative vote of the Board of Directors a written consent for approval of (or, in the case of a meeting, a vote in favor of) this Agreement, the Articles of Merger and the Key Employee Compensation Plan, (iii) if appropriate, use its commercially reasonable best efforts to solicit from its shareholders proxies in favor thereof, and (iv) if applicable, notify each shareholder who did not consent to the approval of this Agreement and the Articles of Merger of the authorization of such action and send them the dissenters' notice described in Section 180.1322 of the Wisconsin Statutes.
Approval of Company Shareholders. Company shall promptly after the date hereof take all action necessary in accordance with Arizona Law and its Articles of Incorporation and Bylaws to convene a meeting of Company Shareholders or to obtain the written consent of Company Shareholders approving the Merger as soon as practicable. Company shall use its reasonable best efforts to solicit from all Company Shareholders written consents in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of Company Shareholders required to effect the Merger.
Approval of Company Shareholders. (a) Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Company shall have obtained the Shareholder Approval from each of the Company Shareholders who shall have executed and delivered a Voting Agreement concurrently with the execution of this Agreement, in a manner fully in accordance with, and without violation of, Applicable Law.
Approval of Company Shareholders. 23 7.5 Inclusion of Shares on the Nasdaq National Market...................... 23 7.6
Approval of Company Shareholders. The Company shall use all reasonable efforts to obtain approval of this Agreement by its shareholders (the "Company Shareholders' Approval") as soon as reasonably practicable after the date hereof. Subject to the exercise of fiduciary obligations under applicable law as advised by independent counsel, the Company shall, through its Board of Directors, to the shareholders of the Company that it is in the best interest of the shareholders that the shareholders of the Company approve this Agreement, and shall use its best efforts to obtain such approval.
Approval of Company Shareholders. This Agreement, and the conversion of the Company B Stock to Company A Stock to be effective immediately prior to the Merger, shall have been approved and adopted by the requisite votes of the shareholders of the Company in accordance with the provisions of the Articles of Incorporation of the Company and applicable law. A-24
Approval of Company Shareholders. Shareholders of the Company holding 100% of the outstanding Company Capital Stock shall have voted their shares of Company Capital Stock in favor of, or executed a written consent approving, the Merger.
