Shareholder Votes. Should the Company require approval of its stockholders, including but not limited pursuant to Section (j) above to enter into this transaction and or issue the Conversion Shares and or Warrant Shares, the Company shall recommend that its shareholders vote in favor of such issuance of Conversion Shares and or Warrant Shares or to enter into this transaction.
Shareholder Votes. The following matters in relation to the ----------------- Company shall require the unanimous consent of the Shareholders in a Written Resolution or the unanimous consent of representatives of the Shareholders present at a duly convened Shareholders' Meeting: (a) any amendment, modification or waiver of the Charter Documents;
Shareholder Votes. Parent hereby undertakes to, and Parent shall cause its Controlled Affiliates, to, vote or execute consents with respect to all Ordinary Shares or other voting securities of the Company held (of record or through a brokerage firm or other nominee arrangement) or beneficially owned by Parent or its Controlled Affiliates, and take all other necessary or desirable actions (including without limitation attending all meetings of shareholders of the Company in person or by proxy for purposes of obtaining a quorum) to:
Shareholder Votes. Aradigm shall cause the required meetings of its common and preferred shareholders to be duly called and held as soon as reasonably practicable for the purpose of approving the Transactions. The board of directors of Aradigm shall, subject to their fiduciary duties under applicable Law as advised by counsel, recommend adoption of the Transactions by Aradigm’s common and preferred shareholders, voting together as a class, and by Aradigm’s preferred shareholders, voting separately as a class. In connection with such meeting (i) Aradigm will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its common and preferred shareholders as promptly as practicable a proxy statement and all other proxy materials for such meeting (the “Aradigm Proxy Statement”) as may be required by applicable law; (ii) Aradigm will use its best efforts to obtain the Required Shareholder Approvals; and (iii) Aradigm will otherwise comply with all legal requirements applicable to such meetings. Aradigm will provide Novo Nordisk with ten (10) Business Days to review and comment on the information regarding the Transactions, Novo Nordisk and Novo Nordisk Delivery Technologies, Inc. contained in the Aradigm Proxy Statement prior to any filing thereof with the SEC and prior to the date on which such materials are first published, sent or given to Aradigm’s common and preferred shareholders and shall use its reasonable efforts to reflect any such comments in the Aradigm Proxy Statement.
Shareholder Votes. Each of the Shareholders undertakes and each Shareholder shall cause his/her Controlled Affiliate to, vote or execute consents with respect to all Shares of the Company held (of record or through a brokerage firm or other nominee arrangement) or beneficially owned by such Shareholder or his/her Controlled Affiliates, and take all other necessary or desirable actions (including without limitation attending all meetings of shareholders of the Company in person or by proxy for purposes of obtaining a quorum) to, in accordance with and give effect to the provisions of this Agreement to cause (i) the Designated Directors to be designated for nomination for election to the Board and to be elected to the Board, including for the purpose of filling any vacancies, at any meeting of the shareholders of the Company at which a vote is held to elect a director or otherwise pursuant to any written consent of the shareholders of the Company and (ii) prevent the removal of any of the Designated Directors unless (i) such Shareholder is directed to do so by the relevant Shareholder(s) who designate(s) such Designated Director (the “Designating Shareholder(s)”) in writing, and if so directed by the Designated Shareholder(s), to cause such removal and the election of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing or (ii) for Cause, as resolved by a majority of the directors of the Board (other than such Designated Director) in office at such time, and in such event, to cause the election of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing.
Shareholder Votes. During the term of this Agreement, each party, subject to any limitations imposed by law or fiduciary responsibility, shall vote all of its Common Stock in accordance with the Joint Vote (as defined below) on all matters (other than the election of directors) coming before the shareholders of the Company (the "Shareholders"). Prior to any vote of the Shareholders (whether at an annual or special meeting or by written consent), the parties shall in good faith discuss and take an informal vote to determine the manner in which they each intend to vote their Common Stock on the applicable matter or matters to be submitted to the Shareholders. If the results of such informal vote indicate that the parties concur on how to vote with respect to such matter or matters, the parties shall vote their shares of Common Stock accordingly (a "Joint Vote"), when such matter or matters are submitted to the Shareholders.
Shareholder Votes. This Agreement and the transactions contemplated hereby shall have received the Requisite Company Shareholder Approval and the Buyer Share Issuance shall have received the Requisite Buyer Shareholder Approval.
Shareholder Votes. The Seller will at all times own all of the issued and outstanding Capital Stock of the Company. The Seller will not vote in favor of any Specified Matter (as defined in the Bye-laws of the Company) unless all of the directors of the Company (including the independent director) have voted in favor of such Specified Matter.
Shareholder Votes. This Plan shall have been duly approved by the requisite votes of the Company Shareholders and Heritage's shareholders under applicable law and the articles of incorporation and bylaws, respectively, of the Company and Heritage.
Shareholder Votes. 1. A special meeting (the "Special Meeting") of the holders of common shares and Third Series Preferred Shares would be held to vote on the Plan of Arrangement. Subject to the terms and conditions of this agreement, each Seller agrees (i) to vote in favour of the Plan of Arrangement, (ii) deliver to the Offeror no later than ten days prior to the date of the meeting a duly executed proxy, which proxy shall be irrevocable, in favour of the Offeror voting in favour of the Alternative Transaction, and (iii) not to exercise any rights of dissent provided under section 190 of the CBCA in connection with the Plan of Arrangement.
