Halcrow Shareholder approvals Sample Clauses

Halcrow Shareholder approvals. Before the Court’s approval can be sought to sanction the Scheme, the Scheme will require approval by Scheme Shareholders at the Court Meeting (being the approval of a majority in number of Scheme Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of all Scheme Shares voted by such Scheme Shareholders) and the passing of the Resolution at the General Meeting. Notices of the Court Meeting and the General Meeting are set out in Part 13 (Notice of Court Meeting) and Part 14 (Notice of General Meeting) of this document respectively. All holders of Scheme Shares whose names appear on the register of members of Halcrow at the Voting Record Time shall be entitled to attend and vote at the Shareholder Meetings in respect of the number of Scheme Shares registered in their name at the relevant time. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore encouraged to complete and return your BLUE and WHITE Forms of Proxy for both the Court Meeting and the General Meeting as soon as possible.
Sample 1
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Related to Halcrow Shareholder approvals

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

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

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

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

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

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

  • 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.

  • 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.

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