Approval of Target Shareholders Sample Clauses

Approval of Target Shareholders. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof and in any event no later than May 9, 2001, Target will hold the Target Shareholders Meeting for the purpose of seeking approval of this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles of Incorporation and Bylaws. The board of directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board of directors of Target will unanimously (except for directors who may have abstained because of a conflict of interest) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Statement in form and substance reasonably acceptable to Acquiror and its representatives, with respect to the solicitation of proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. Within four business days after the execution of this Agreement, Target will distribute the Proxy Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement, Target or Acqurior, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement to the Proxy Statement, and mailing such amendment or supplement to the shareholders of Target. The Proxy Statement as initially transmitted will include the unanimous recommendation of the board of directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the Merger in accordance with Alabama law and Target's Articles of Incorporati...
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Approval of Target Shareholders. 30 SECTION 5.2 ADVICE OF CHANGES . . . . . . . . . . . . . . . . . . . . . .31 SECTION 5.3 OPERATION OF BUSINESS . . . . . . . . . . . . . . . . . . . .31 SECTION 5.4 ACCESS TO INFORMATION . . . . . . . . . . . . . . . . . . . .34 SECTION 5.5 SATISFACTION OF CONDITIONS PRECEDENT. . . . . . . . . . . . .34 SECTION 5.6
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Approval of Target Shareholders. Prior to the Closing Date and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders seeking, or hold a shareholders meeting (the "TARGET SHAREHOLDERS' MEETING") for the purpose of seeking, approval of this Agreement. If Target holds a shareholders' meeting, the Board of Directors will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders' Meeting. In soliciting such written consent or proxies, the Board of Directors of Target will recommend to the shareholders of Target that they approve this Agreement and shall use its reasonable efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement in accordance with Delaware Law and Target's Certificate of Incorporation. Target and Acquiror will prepare as soon as reasonably practicable an information statement (the "Information Statement") and if Target holds a shareholders' meeting, a proxy statement, in form and substance reasonably acceptable to Acquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement.
Sample 1
Approval of Target Shareholders. Prior to the Closing Date and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders holding more than 75 percent of the Target Common Stock seeking, or hold a shareholders meeting (the "TARGET SHAREHOLDERS' MEETING") for the purpose of seeking, approval of this Agreement. If Target holds a shareholders' meeting, the Board of Directors will solicit proxies from Target's shareholders to vote such shareholders' shares at the
Sample 1
Approval of Target Shareholders. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders seeking, or hold a shareholders' meeting (the "TARGET SHAREHOLDERS' MEETING") for the purpose of seeking, approval of this Agreement, the Merger and related matters. If Target holds a shareholders' meeting, the Board of Directors will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders' Meeting. In soliciting such written consent or proxies, the Board of Directors of Target will recommend to the shareholders of Target that they approve this Agreement and the Merger and shall use its reasonable efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement and the Merger in accordance with California Law and Target's Articles of Incorporation. Target will prepare as soon as reasonably practicable the Information Statement and if it holds a shareholders' meeting, a proxy statement, in form and substance reasonably acceptable to Acquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information so as to permit compliance by Acquiror with the requirements of Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger.
Sample 1

Related to Approval of Target Shareholders

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • 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 by Shareholders The Trust will call a meeting of the shareholders of the Selling Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Company Shareholders Meeting (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

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