Shareholder Approval Clause Samples

Shareholder Approval. (a) The Board of Directors of Company has resolved to recommend to Company’s shareholders that they approve this Agreement and will submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. Company shall duly take, in accordance with applicable law and the Company Certificate and Company Bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act by the SEC, for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”). The Board of Directors of Company will use all reasonable best efforts to obtain from its shareholders the Company Shareholder Approval. However, if the Board of Directors of Company, after consultation with (and taking account of the advice of) counsel, determines in good faith that, because of the receipt by Company of a Company Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Company Superior Proposal, it would be more likely than not to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its shareholders in the Company Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least three business days’ notice. Nothing contained in this Agreement shall be deemed to relieve Company of its obligation to submit this Agreement to its shareholders for a vote. Company shall not submit to the vote of its shareholders any Company Acquisition Proposal other than the Merger. (b) The Board of Directors of Purchaser has resolved (i) to recommend to Purchaser’s shareholders that they approve the issuance of Purchaser Common Stock in connection with the Merger and (ii) that as of the Effective Time, the restrictions in Article VII of the charter of Purchas...

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. The Company Shareholder Approval shall have been obtained.

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. The Company Requisite Vote shall have been obtained.

Shareholder Approval. This Agreement, the Plan of Merger and the Transactions shall have been authorized and approved by holders of Shares constituting the Requisite Company Vote at the Shareholders’ Meeting in accordance with the CICL and the Company’s memorandum and articles of association.

Shareholder Approval. This Agreement shall have been duly approved by the requisite vote of the holders of outstanding shares of Company Common Stock.

Shareholder Approval. If required by applicable Law, this Agreement shall have been duly adopted by the Required Company Shareholder Vote.

Shareholder Approval. (a) Seller shall take, in accordance with South Carolina Law and the Restated Articles of Incorporation and By-Laws of Seller, all action necessary to convene an appropriate meeting of shareholders of Seller to consider and vote upon the approval of this Agreement and any other matters required to be approved by shareholders of the Seller for consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including any adjournment or postponement thereof, the "Shareholders Meeting") as promptly as practicable after the Proxy Statement (as hereinafter defined) is cleared by the SEC. (b) Except as expressly permitted by this Section 5.22, the board of directors of Seller (i) shall at all times recommend approval of the Acquisition (and any other matters necessary for consummation of the transactions contemplated hereby and by the Ancillary Agreements) by Seller's shareholders and shall not withdraw or modify or propose publicly to withdraw, modify or qualify in a manner adverse to Buyer such recommendation and shall take all reasonable, lawful action to solicit such approval by the shareholders of Seller, (ii) shall not approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iii) shall cause Seller not to enter into any letter of intent, agreement in principle, acquisition agreement or other similar undertaking with respect to an Acquisition Proposal and (iv) promptly after clearance of the Proxy Statement by the SEC, Seller shall mail the Proxy Statement to the shareholders of Seller. In connection with a bona fide Acquisition Proposal that is a Superior Proposal, the board of directors of Seller shall be excused from its obligations under clauses (i) to (iii) of this Subsection 5.22(b) and shall be permitted to withdraw, modify or qualify its recommendation to its shareholders if, but only if, (w) in the opinion of Seller's outside counsel, such withdrawal, modification or qualification is required in order for the board of directors of Seller to comply with its fiduciary duties under applicable Law, (x) Seller has given Buyer five (5) Business Days' prior notice of the receipt of such Acquisition Proposal and Seller's board of directors has considered in good faith and consistent with its fiduciary duties any proposed changes to this Agreement (if any) proposed by Buyer, (y) after taking into account any such proposed changes by Buyer, such Acquisition Proposal remains a Superior Proposal...