Approval of Stockholders Sample Clauses

Approval of Stockholders. Seller shall, subject to the provisions of Section 5.3 and this Section 5.8, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”) as soon as reasonably practicable for the purposes of securing the approval of such stockholders of this Agreement and the Parent Merger Documents, (ii) recommend to its stockholders the approval of this Agreement and the Parent Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”), and (iii) use its best efforts to obtain, as promptly as practicable, such approval; provided, however, that the Board of Directors of Seller may fail to hold such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent.
Approval of Stockholders. If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.
Approval of Stockholders. (a) Raritan will (i) take all steps reasonably necessary duly to call, give notice of, convene and hold a meeting of the stockholders of Raritan as soon as reasonably practicable for the purpose of securing the approval by such stockholders of this Agreement, (ii subject to the fiduciary responsibilities of the Board of Directors of Raritan to the stockholders of Raritan, recommend to the stockholders of Raritan the approval of this Agreement and the transactions contemplated hereby and use all reasonable efforts to obtain, as promptly as practicable, such approvals, and (iii) cooperate and consult with United with respect to each of the foregoing matters. In connection therewith, Raritan will use reasonable efforts to cause each director of Raritan to agree, (x) to vote in favor of the Merger, and (y) take such action as is necessary or is reasonably required by United to consummate the Merger.
Approval of Stockholders. Takeoutmusic.com shall, through its Board of Directors, duly call, give notice of, convene, and hold a meeting of its stockholders for the purpose of voting on the ratification and approval of this Merger Agreement as soon as reasonably practicable following the date hereof, or shall take such other action as will satisfy the requirement of stockholder approval under Delaware law.
Approval of Stockholders. The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”) for the purpose of voting on the adoption of this Agreement and obtaining approval of adoption of this Agreement by the holders of at least a majority of the Company Common Stock entitled to vote thereon (the “Company Stockholders’ Approval”) as soon as reasonably practicable after the date hereof. Except as permitted by Section 5.2, the Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors (acting upon the recommendation of the Special Committee) that the stockholders of the Company adopt this Agreement and shall use commercially reasonable efforts to obtain such adoption.
Approval of Stockholders. Target shall promptly after the date hereof take all reasonable action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to obtain the written consent of the Target stockholders approving the Merger as soon as practicable. Subject to Section 7.1, Target shall use its efforts to solicit from stockholders of Target written consents in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.
Approval of Stockholders. This Agreement and the Merger Proposal shall have been approved and adopted by such vote of the stockholders of the Company as set forth in Sections 3.1 and 4.33.
Approval of Stockholders. (a) DHS shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "DHS STOCKHOLDERS' MEETING") for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "DHS STOCKHOLDERS' APPROVAL") as soon as reasonably practicable after the date hereof. Except as provided in the next sentence, the Board of Directors of DHS shall recommend approval and adoption of this Agreement and the Merger by the holders of DHS Common Stock and shall use all commercially reasonable efforts to obtain such approval and adoption. The Board of Directors of DHS shall be permitted to (i) not recommend to the holders of DHS Common Stock that they give the DHS Stockholders' Approval, or (ii) withdraw or modify in a manner adverse to DHS its recommendation to the holders of DHS Common Stock that they give the DHS Stockholders' Approval, but in each of cases (i) and (ii) only if and to the extent that a Superior Proposal is pending at the time the DHS Board of Directors determines to take any such action or inaction; provided, however, that no such failure to recommend, withdrawal or modification shall be made unless DHS shall have delivered to MAI a written notice (a "NOTICE OF SUPERIOR PROPOSAL") advising MAI that the Board of Directors of DHS has received a Superior Proposal and identifying the Person or group making such Superior Proposal; and further provided, that nothing contained in this Agreement shall prevent the Board of Directors of DHS from complying with Rule 14e-2 under the 1934 Act with regard to an Alternative Proposal. For purposes of this Agreement, "
Approval of Stockholders. Both PARENT and TARGET shall take, as -------------------------- promptly as reasonably practicable, and prosecute with all due and appropriate speed such other steps reasonably necessary to obtain all stockholder approvals, and regulatory approvals, required for the consummation of the Merger and the other transactions contemplated by this Agreement, including, specifically, in the case of PARENT, the filing of applicable preliminary proxy materials with the SEC as promptly as practicable and, in any case, by April 30, 2004, and the mailing of definitive final proxy materials to stockholders as soon as practicable and permissible in anticipation of a meeting of the shareholders of PARENT to be held as promptly as practicable and permissible but, in any case, on or before July 30, 2004, or such later date as may be approved by the parties, for approval of the Merger and the other aforesaid transactions.