Magellan Stockholder Approval. On or prior to May 31, 1997, Magellan shall use commercially reasonable best efforts to obtain the approval of its stockholders relating to the Transactions and to any changes in its Certificate of Incorporation required in connection therewith, including without limitation, (a) scheduling and holding a meeting of stockholders at which such matters will be on the agenda, (b) recommending the approval of such matters in any proxy or related materials for such meeting, subject, however, to the fiduciary obligations of Magellan's Board of Directors to the stockholders under Delaware Corporation Law, and (c) recommending the approval of such matters at such meeting, subject, however, to the fiduciary obligations of Magellan's Board of Directors to the stockholders under Delaware Corporation Law.
Magellan Stockholder Approval. The Magellan Stockholder Approval is the only vote or approval required of the holders of any class or series of Magellan capital stock that shall be necessary to adopt this Agreement and to consummate the transactions contemplated hereby, including the Exchange.
Magellan Stockholder Approval. The Magellan Stockholder Approval shall have been obtained in accordance with the General Corporation Law of the State of Delaware and the Magellan Organizational Documents.
