No Company Stockholder Approval Sample Clauses

No Company Stockholder Approval. The Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting or any adjournments or postponements thereof; or
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No Company Stockholder Approval. By either Purchaser or the Company provided that the Company shall not be in material breach of any of its obligations under Section 6.2, if any approval of the stockholders of the Company contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at the Company Meeting.
No Company Stockholder Approval. By either the Company or Parent (i) in the case of a One-Step Merger, upon a vote at the Company Stockholder Meeting (or any adjournment or postponement thereof), if the Company Stockholder Approval shall not have been obtained or (ii) if a One-Step Merger is not being pursued in accordance with Section 1.4, if all of the Tender Offer Conditions (other than the Minimum Tender Offer Condition) have been satisfied or waived at any scheduled expiration date of the Offer and if the Minimum Tender Condition is not satisfied within twenty Business Days thereafter (twenty Business Days after such scheduled expiration date being referred to as the “Benchmark Date”); provided that (1) if the Company has received a proposal for a Competing Transaction or a proposal for a Competing Transaction has been publicly disclosed, then neither the Company nor Parent may terminate this Agreement pursuant to clause (ii) until after the close of business on the date that is the later of (x) the 35th Business Day after such proposal has been received or publicly disclosed and (y) the 15th Business Day after the Benchmark Date, unless such proposal shall have been withdrawn and have ceased to be in effect for at least 20 Business Days, in which case, such termination can occur on the later of such 20th Business Day and the Benchmark Date; and (2) the right to terminate this Agreement pursuant to clause (ii) of this Section 7.1(g) shall not be available to any party if such party (or, in the case of Parent, the other Purchaser Parties or, in the case of the Company, the Operating Partnership) has breached in any material respect any of its obligations under this Agreement, and such breach has caused, resulted in or substantially contributed to the failure of the Minimum Tender Condition to be satisfied;

Related to No Company Stockholder Approval

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

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

  • Parent Stockholder Approval The Parent 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.

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

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

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

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

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

  • 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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