Shareholder Approval Clause Samples
The Shareholder Approval clause requires that certain actions or decisions by a company receive formal consent from its shareholders before proceeding. Typically, this applies to significant matters such as mergers, acquisitions, amendments to corporate bylaws, or the issuance of new shares, where a vote is held and a specified majority must agree. By mandating shareholder involvement in key decisions, this clause ensures that major changes reflect the collective interests of the owners and helps prevent unilateral actions by management that could adversely affect shareholders.
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Shareholder Approval. (a) The Company Board has adopted resolutions recommending to the Company’s shareholders approval of this Agreement, the Merger and any other matters required to be approved or adopted in order to effect the Merger and the other transactions contemplated hereby.
(b) The Company Board will submit to its shareholders this Agreement, the Merger and any other matters required to be approved or adopted by such shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Company will take, in accordance with applicable law and its Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Meeting”) as promptly as practicable to consider and vote upon approval of this Agreement, the Merger and any such other matters. The Company and the Company Board will use its reasonable best efforts to obtain from its shareholders a vote approving this Agreement, the Merger and any such other matters, including by recommending that its shareholders vote in favor of this Agreement, the Merger and any such other matters. However, if the Company Board, after consultation with (and based on the advice of) counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement and the Merger, then, in submitting this Agreement and the Merger to the Company Meeting, the Company Board may submit such items without recommendation (although the resolutions adopting such items prior to the date hereof, described in Section 6.2(a), may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Company Board may not take any actions under this sentence until after giving Parent at least 10 business days to respond to such Acquisition Proposal (and after giving Parent notice of the third party in the Acquisition Proposal and the latest material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by Company.
Shareholder Approval. The Company Requisite Vote shall have been obtained.
Shareholder Approval. If required by Nasdaq Rule 5635, use its best efforts to obtain Shareholder Approval as soon as practicable and shall file with the SEC a preliminary proxy statement seeking Shareholder Approval. If the Parent does not obtain the Shareholder Approval at such special meeting, then, each Loan Party will continue to use its best efforts to obtain the Shareholder Approval at a stockholder meeting (either at a succeeding special meeting or at the Parent’s annual stockholder meeting) following such special meeting until the Shareholder Approval is obtained. “Shareholder Approval” means approval of the holders of a sufficient amount of holders of the Common Stock to satisfy the shareholder approval requirements as provided in Nasdaq Rule 5635 to effectuate the issuance of the Conversion Shares, the Consideration Shares and the Warrant Shares in excess of the maximum amount of shares that can be issued without violating the 20% rule (the “Cap”), subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. At the meeting, the Board of Directors of Parent shall recommend that such proposal be approved, the Parent shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement, and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Prior to the date of any special meeting for the purposes of obtaining Shareholder Approval, the Parent shall use its reasonable best efforts to deliver to the Lender a voting agreement from the “Controlling Shareholders” voting in favor of the issuances of the Consideration Shares, Conversion Shares and Warrant Shares. For purposes hereof, the “Controlling Shareholders” shall mean ▇▇▇▇▇ ▇. ▇▇▇▇, any entities controlled by him and any entities for which he has voting authority, including ▇▇▇▇ Acquisition Partners IV LLC, and NKMax. Each Loan Party shall agree to use its best efforts to obtain Shareholder Approval. If the Parent does not obtain Shareholder Approval at the first meeting, the Parent shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such Shareholder Approval is obtained, Lender agrees that it cannot be issued Conversion Shares or Warrant Shares in an amount greater than the Cap.
Shareholder Approval. The Company Shareholder Approval shall have been obtained.
Shareholder Approval. This Agreement will have been approved by the affirmative vote of the holders of the majority of the voting power of all Selling Fund shares entitled to vote.
Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.
Shareholder Approval. 64 7.5 Documents....................................................... 64 7.6
Shareholder Approval. This Agreement and the Merger shall have been approved and adopted by the requisite vote of the shareholders of the Company.
Shareholder Approval. If required by applicable Law, this Agreement shall have been duly adopted by the Required Company Shareholder Vote.
Shareholder Approval. This Agreement shall have been duly approved by the requisite vote of the holders of outstanding shares of Company Common Stock.