Parent Stockholders’ Approval. The Required Parent Stockholder Approval shall have been obtained in accordance with the Proxy Statement, the General Corporation Law of the State of Nevada, the Parent Organizational Documents and the rules and regulations of Nasdaq.
Parent Stockholders’ Approval. The Parent Proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of Parent in accordance with the Proxy Statement, the DGCL, the Parent Organizational Documents and the rules and regulations of the Nasdaq Stock Market.
Parent Stockholders’ Approval. The affirmative vote of stockholders of Parent required for approval and adoption of this Agreement and the Merger is a majority of the shares of Parent Common Stock outstanding and entitled to vote at a meeting of stockholders (in order to approve an amendment to the Articles of Incorporation of Parent to increase its authorized shares of Parent Common Stock in addition to the issuance of shares pursuant to the Merger).
Parent Stockholders’ Approval. (a) As soon as reasonably practicable following the date of this Agreement, Parent shall prepare and file with the SEC the Proxy Statement. Parent shall respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement. Parent shall use all commercially reasonable efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after its filing and thereafter cause the Proxy Statement to be distributed to stockholders of Parent as promptly as reasonably practicable after the Proxy Statement has been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, without providing Target and its counsel a reasonable opportunity to review and comment thereon. If at any time prior to Parent Stockholders Meeting any information relating to Parent or Target, or any of their respective Affiliates, directors or officers, should be discovered by Parent or Target that should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by Parent and, to the extent required by Law, disseminated to the stockholders of Parent. Parent shall notify Target promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement for additional information and shall supply Target with copies of all correspondence between Parent or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the Merger. Target shall, and shall cause its officers, directors and stockholders to, cooperate with Parent in connection with the preparation of the Proxy Statement, including promptly furnishing Parent upon request with any and all information as may be required to be set forth in the Proxy Statement under applicable Law.
Parent Stockholders’ Approval. The Parent Stockholders Approval shall have been obtained. Parent has informed Target that it may seek its stockholders’ approval for certain of the matters at the special meeting to be held in connection with the Parent Stockholders Approval, however obtaining such additional approval will not be a condition to the consummation of the transactions contemplated by this Agreement and any such matter will be voted upon separately.
Parent Stockholders’ Approval. 3.12(a) Parent Trading Guidelines................................... 3.24 PBGC........................................................ 3.9(e) PEPS Units.................................................. 3.3
Parent Stockholders’ Approval. The affirmative vote of stockholders of Parent required for approval of (i) the issuance of Parent Stock in connection with the Merger (the "Parent Stock Issuance") is a majority of the total votes cast thereon, in person or by proxy at a meeting of such stockholders, by holders of Parent Stock and Parent Class B Common Stock entitled to vote thereon, voting together as a single class and (ii) the amendment to Parent's Amended and Restated Certificate of Incorporation to increase the authorized Parent Stock to 85,000,000 shares in connection with the Merger (the "Parent Charter Amendment") is a majority of the votes of the outstanding shares of Parent Stock and Parent Class B Common Stock entitled to vote thereon, voting together as a single class.
Parent Stockholders’ Approval. The only vote of the holders of any class or series of Parent's capital stock necessary to approve and adopt this Agreement, the Merger, the issuance to WEUS of Parent Common Stock at the Effective Time, and the other transactions contemplated by this Agreement is (i) the approval of the issuance to WEUS and Venstar or their affiliates of Parent Common Stock by the affirmative vote of a majority of the votes cast at a meeting of such stockholders, provided that the total votes cast on such proposals represents over 50% in interest of all securities entitled to vote on such proposals, as required by the regulations of the NYSE and (ii) approval of any amendments to Parent's stock option plan that may be required in connection with the issuance of the New Options.
Parent Stockholders’ Approval. The affirmative vote of stockholders of Parent required for the issuance of Parent Common Stock in the Merger as required by the
Parent Stockholders’ Approval. Prior to the Effective Time, the Parent Stockholders Approval shall have been obtained.
