APPROVAL OF THE STOCKHOLDERS Sample Clauses

APPROVAL OF THE STOCKHOLDERS. As soon as reasonably ---------------------------- practicable after the date of this Agreement, Citadel will, in compliance with all applicable state and federal laws, obtain the approval of the Stockholders to the Merger. The materials sent by Citadel, in connection with the approval of Stockholders, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
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APPROVAL OF THE STOCKHOLDERS. Pursuant to the requirements of Section 302A.671 of the Minnesota Laws, the Offer requires (i) the affirmative vote of the holders of a majority of the voting power of all shares of Common Stock of Universal entitled to vote, including all shares held by 99CENTS Only, and (ii) the affirmative vote of the holders of a majority of the voting power of all shares of Common Stock of Universal entitled to vote, excluding the shares held by 99CENTS Only, and shares held by officers and employee directors of Universal. Without the affirmative vote of the stockholders of Universal, the shares of Universal Common Stock acquired by 99CENTS Only representing over 50% of the outstanding Common Stock of Universal would be denied voting rights. In accordance with Section 302A.671, 99CENTS Only and Universal shall cooperate to prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), a portion of which shall include a proxy statement (the "Offer Proxy Statement/Prospectus") with respect to a meeting of stockholders of Universal to vote on the Offer for purposes of Section 302A.671 of the Minnesota Laws. Each of 99CENTS Only and Universal represents and warrants to the other that the information provided and to be provided by 99CENTS Only and Universal, as the case may be, by or through their respective representatives for use in the Registration Statement shall not, and on the date filed with the SEC, and with respect to the Offer Proxy Statement/ Prospectus, on the dates first published or sent or given to the holders of Universal Common Stock,
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APPROVAL OF THE STOCKHOLDERS. A certificate from an officer of the Company that (i) this Agreement has been adopted by the affirmative vote of the holders of at least a majority of the Company's outstanding capital stock in accordance with the GCL and the Company's certificate of incorporation and bylaws or, if permitted by the GCL and the Company's certificate of incorporation and bylaws, by written consent in lieu thereof, and (ii) holders of no more than an aggregate of 10% of the outstanding shares of Company Stock have either (A) not signed this Agreement or (B) exercised dissenter's rights in accordance with SECTION 2.04;
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APPROVAL OF THE STOCKHOLDERS. On or prior to the execution of this Agreement, all of the Company’s stockholders shall have approved and adopted this Agreement and the transactions contemplated hereby by written consent (the “Written Consent”) as provided by the CGCL, the Company’s articles of incorporation and its by-laws.
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APPROVAL OF THE STOCKHOLDERS. Each Stockholder shall have voted all of his shares of Company Stock in favor of the Merger and Buckeye shall have been provided with a copy of a unanimous written consent to such effect executed by all of the Stockholders.
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APPROVAL OF THE STOCKHOLDERS. The stockholders of Stockholder shall have voted a majority of the issued and outstanding shares of Stockholder in favor of the transaction.
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Related to APPROVAL OF THE STOCKHOLDERS

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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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