Approval of the Shareholders Sample Clauses

Approval of the Shareholders. Execution by the Shareholders of this Agreement shall be deemed to be approval by the Shareholders of the Purchase in any and all manner required by Corporate Law.
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Approval of the Shareholders. This Agreement and the Merger Proposal shall have been approved and adopted by the Shareholders, including the separate vote of the Series A and Series B Preferred Stock, as set forth in Sections 2.7 and 5.26. Further, no more than five percent of the Shareholders shall have notified the Company of their appraisal rights in accordance with Section 262 of the DCGL.
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Approval of the Shareholders. A certificate from an officer of the Company that (i) the Merger and this Agreement have been adopted by the affirmative vote of the holders of at least a majority of the Company's outstanding capital stock, voting in separate classes, in accordance with the Oregon BCA and the Company's articles of incorporation and bylaws or, if permitted by the Oregon BCA and the Company's articles of incorporation and bylaws, by written consent in lieu thereof, (ii) holders of no more than 10% of the Company's outstanding capital stock have made a demand indicating that such they intend to seek appraisal rights in accordance with the Oregon BCA with respect to any shares of the Company's capital stock, and (iii) holders of at least 90% of the Company's outstanding capital stock have signed the Selling Shareholders' Agreement and the Escrow Agreement;
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Approval of the Shareholders. This Agreement and the Merger Proposal ---------------------------- shall have been approved and adopted by at least ninety five percent (95%) of the Shareholders, as set forth in Sections 2.7 and 5.28.
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Approval of the Shareholders. This Agreement and the Merger Proposals shall have been approved and adopted by the Shareholders, including the separate vote of each class or series of Company capital stock, as set forth in Section 5.28.
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Approval of the Shareholders. This Agreement and the Merger Proposals shall have been approved and adopted by the Shareholders, including the separate vote of each class and series of the Company's capital stock, as set forth in Sections 2.7 and 5.28. Further, Shareholders holding no more than five percent of the Company Shares shall have notified the Company of their exercise of dissenters' rights of appraisal in accordance with Chapter 13 of the CGCL.
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Approval of the Shareholders. Promptly (and in any event within fifteen (15) days) following the Fairness Approval (or, if such Fairness Approval is not obtained or if Parent determines in its reasonable judgment on or before February 5, 1999 not to pursue such a hearing, as soon as permissible under applicable Law following the effectiveness of the Registration Statement), the Company shall submit this Agreement and the transactions contemplated hereby to its shareholders for approval and adoption at a special meeting of its shareholders or by written consent (the "Special Meeting") as provided by the California Code, its articles of incorporation and by-laws. The Company shall use all commercially reasonable efforts to obtain the "approval of the shareholders" of the Company within the meaning of Section 153 of the California Code to the Merger and this Agreement and the transactions contemplated hereby and to enable the Closing to occur as promptly as practicable. Concurrently with the execution and delivery of this Agreement, the Company has delivered to Parent an executed Support Agreement from each of the shareholders listed in Schedule 5.2., who beneficially own shares of Company Capital Stock representing more than 50% of the voting power of the issued and outstanding Company Capital Stock entitled to vote with respect to the Merger and more than 50% of each class of Company Capital Stock that is entitled to vote as a separate class with respect to the Merger. The materials submitted to the shareholders of the Company in respect of the Special Meeting shall include any materials required by the rules and regulations promulgated under the Code in connection with obtaining the Fairness Approval and shall have been subject to prior review and comment by Parent (which such comments will be promptly conveyed by Parent, which shall have at least five (5) Business Days to review such materials) and shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, this Agreement and the transactions contemplated thereby (and, if a Registration Statement is used, the prospectus included as part of the Registration Statement). Parent will promptly provide to the Company any information in its possession or reasonably available to it that is necessary for preparation of the information or proxy statement that the Company will send to its shareholders in connection wi...
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Approval of the Shareholders. On or before the Closing Date, the Shareholders of Wolf shall have approved the sale of Calgary Chemical to Gorda on the terms and conditions set forth herein.
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Approval of the Shareholders. SteriLogic will (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting"), if and as required by applicable law, for the purpose of securing such shareholders' approval of this Agreement and the Merger, (ii) recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and use their reasonable best efforts to obtain, as promptly as practicable, such approval, and (iii) cooperate and consult with MedSolutions with respect to each of the foregoing matters.
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Related to Approval of the 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.

  • 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.

  • 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.

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Stockholders Approval (a) Company shall, as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement, submit this Agreement and the transactions contemplated hereby for the approval of its stockholders at a meeting of stockholders (the "Company Stockholders Meeting", which term shall include any postponements or adjournments of such meeting). Unless otherwise required under the applicable fiduciary duties of the Board of Directors of Company, as determined by such directors in good faith after consultation with and based upon the opinion of outside legal counsel, Company shall (i) recommend adoption of this Agreement and approval of the Merger by the stockholders of Company and include in the Proxy Statement such recommendation and (ii) use all reasonable best efforts to solicit from its respective stockholders proxies in favor of adoption of this Agreement and approval of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approvals (the "Company Stockholder Approval"). Without limiting the generality of the foregoing, Company agrees that its obligations pursuant to the first sentence of this Section 4.5 shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal (as defined in Section 4.8) or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of this Agreement or the Merger. The Company Stockholders Meeting shall be held as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement. To the extent permitted by law, Childs, Acquiror Parent and Acquiror each agree to vote all shares of Company Common Stock beneficially owned by them in favor of the Merger.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

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