Approval of the Company Stockholders. Company shall promptly after the date hereof take all action necessary in accordance with Delaware Law and the Company Charter Documents to obtain the Stockholder Approvals approving the Merger as soon as practicable.
Approval of the Company Stockholders. The Company shall, as promptly as reasonably practicable after the date hereof,
Approval of the Company Stockholders. (a) The Company and Parent will prepare as soon as reasonably practicable the Information Statement, in form and substance reasonably acceptable to Parent, with respect to the solicitation of written consents and/or proxies from the stockholders of the Company 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 Parent with the requirements of Regulation D under the Securities Act of 1933 (the “Securities Act”) in connection with the issuance of shares of Parent Common Stock in the Merger. Prior to the Closing Date and at the earliest practicable date following the date hereof, the Company will solicit written consents from its stockholders seeking approval of this Agreement, the Merger and related matters. In soliciting such written consent, the Board of Directors of the Company will unanimously recommend to the stockholders of the Company that they approve this Agreement and the Merger and the Company shall use all reasonable efforts (i) to obtain the approval of the stockholders of the Company entitled to vote on or consent to approve this Agreement and the Merger in accordance with the DGCL and the Certificate of Incorporation, (ii) to cause each of the Securityholders who is not an “accredited investor” (as defined in Rule 501 under the Securities Act) to appoint a “purchaser representative” (as defined in Rule 501 under the Securities Act) in connection with evaluating the merits and risks of investing in Parent Common, and (iii) to obtain the acknowledgement of the Securityholders that (A) the Merger Consideration shall be allocated as set forth on the Merger Consideration Spreadsheet, and such allocation is in full satisfaction of the amounts such Securityholders are entitled to receive pursuant to Section 4.3.2 of the Certificate of Incorporation and (B) the amount of the Escrow Consideration to be delivered in respect of each such Securityholder shall be as set forth on the Merger Consideration Spreadsheet. Each of Parent and the Company will promptly advise the other, in writing if at any time prior to the Effective Time either the Company or Parent, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein, in the light of the circumstances under which they were made, not...
Approval of the Company Stockholders. The Company Shareholders have approved the Agreement and the terms of the Merger.
Approval of the Company Stockholders. (a) Promptly following the execution of this Agreement, Company shall submit this Agreement and the transactions contemplated hereby to the Company Support Stockholders for approval and adoption as provided by Delaware Law and the Company Certificate of Incorporation and By-laws pursuant to the Support Stockholder Merger Written Consent in the form attached at Exhibit A-2. As soon as reasonably practicable after the earlier of (1) the date the California Commissioner issues the California Permit or (2) the date that Parent delivers an Election Notice pursuant to Section 2.7(e) to the Stockholder Representative (and in any event, to the extent permissible under applicable Law, within ten (10) Business Days after such date, as applicable), the Company shall use commercially reasonable efforts in accordance with this Agreement, Delaware Law and the Charter Documents to submit the Company Voting Proposals for the approval and adoption of the other Company Stockholders. The Company shall use its commercially reasonable efforts to obtain the approval or consent of the Company Voting Proposals by such Company Stockholders.
Approval of the Company Stockholders. 6.9.1 As soon as practicable (and in any event no later than ten (10) days) after the date the California Commissioner issues the Permit or, in the event that Acquirer elects to proceed with the filing of the registration statement on Form S-4 pursuant to Section 6.8.5, as soon as practicable (and in any event, to the extent permissible under Applicable Law, within ten (10) days) after the declaration of effectiveness of the registration statement on Form S-4, the Company shall take all action necessary in accordance with this Agreement, the Delaware Law, (the California Law, if applicable) and the Certificate of Incorporation and Bylaws of the Company to obtain the written consent of the Company Stockholders for the approval and adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement (the “Company Stockholder Approval”). The Company’s obligation to obtain the Company Stockholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction or any subsequent action by the Company’s Board of Directors.
Approval of the Company Stockholders. 5.12.1 Promptly after the Agreement Date, the Company shall take all action necessary in accordance with this Agreement, the Delaware Law, the California Law, if applicable, and the Certificate of Incorporation and Bylaws of the Company to obtain the written consent of the Company Stockholders for the approval and adoption of this Agreement and the Company Ancillary Agreements and approval of the Merger and the other transactions contemplated by this Agreement, including the approval of the Restated Certificate (the "Company Stockholder Approval"). The commencement, disclosure, announcement or submission to the Company of any Alternative Transaction or Superior Offer (as defined below) shall not limit the Company's obligation to call a meeting of the Company Stockholders or solicit the written consent of the Company Stockholders to obtain the Company Stockholder Approval.
Approval of the Company Stockholders. Prior to the Closing Date and at the earliest practicable date following the date hereof, the Company will solicit written consents from its stockholders seeking, or hold the Company Stockholders Meeting for the purpose of seeking, approval of this Agreement, the Merger and related matters. If the Company holds the Company Stockholders Meeting, the Board of Directors will solicit proxies from the Company's stockholders to vote such stockholders' shares at the Company Stockholders Meeting. In soliciting such written consent or proxies, the Board of Directors of the Company will recommend to the stockholders of the Company that they approve this Agreement and the Merger and shall use its reasonable efforts to obtain the approval of the stockholders of the Company entitled to vote on or consent to this Agreement and the Merger in accordance with the CGCL and the Company's Articles of Incorporation. The Board of Directors of the Company shall not take any action to amend or nullify its resolution approving, or its recommendation to stockholders of, this Agreement and the transactions contemplated hereby.
Approval of the Company Stockholders. (a) As soon as practicable after the date the California Commissioner issues the Permit or, in the event that Parent files the registration statement on Form S-4 pursuant to Section 6.1(e), as soon as practicable after the declaration of effectiveness of the registration statement on Form S-4 (and in any event, to the extent permissible under applicable law, within ten (10) days), the Company shall take all action necessary in accordance with this Agreement, Delaware Law, (and California Law, if applicable) and the Certificate of Incorporation and Bylaws of the Company to obtain the Requisite Stockholder Approval for the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement. The Company’s obligation to obtain the Requisite Stockholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any subsequent action by the Company’s Board of Directors.
Approval of the Company Stockholders. (a) Promptly after the Agreement Date, Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, notice, convene, hold and conduct a meeting of the Company Stockholders (the "Company Stockholders Meeting") to be held as soon as practicable, and in no event later than July 30, 2002 for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. In lieu of the Company Stockholders Meeting, such approval by the Company Stockholders may be obtained by the written consent of the Company Stockholders by no later than July 30, 2002 (the "Company Stockholders Vote") where authorized by Delaware Law and the Certificate of Incorporation and Bylaws of Company.
