Shareholders' Approval Sample Clauses
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Shareholders' Approval. (a) The Company shall take any and all action necessary under all applicable Legal Requirements and the Charter Documents to, as promptly as practicable but in no event later than ten (10) calendar days after the date hereof, call and give notice of: (i) an Extraordinary General Meeting of the holders of Company Shares, as one class (the "Company General Meeting", and the notice thereof, substantially in the form attached hereto as Exhibit C, the "Company General Meeting Notice"); (ii) a separate Extraordinary General Meeting of the holders of the Company Ordinary Shares (the "Company Ordinary Class Meeting"); and (iii) a separate Extraordinary General Meeting of the holders of the Company Preferred Shares (the "Company Preferred Class Meeting", and together with the Company General Meeting and the Company Ordinary Class Meeting, the "Company Shareholders' Meetings"); and shall cause the associated proxy statement ("Proxy Statement") to be mailed to the Company's shareholders as promptly as practicable after such notice is given. Subject to the notice requirements of the Israeli Companies Law and the regulations thereunder and the Charter Documents, the Company Shareholders' Meetings shall be held, all on the same date and the same location, as promptly as practicable after the date hereof (on a date selected by the Company and consented to by Parent (such consent not to be unreasonably withheld or delayed)) which date shall be no later than July 23, 2010 (inclusive). Subject to Section 6.5, the Company shall use its reasonable commercial efforts to solicit from its shareholders proxies in favor of the adoption and approval of the Merger. The Company shall call, notice, convene, hold, conduct and solicit all proxies in connection with the Company Shareholders' Meetings in compliance with all applicable Legal Requirements. Subject to Section 6.5, the Board of Directors shall unanimously recommend to the shareholders of the Company to vote “FOR” the approval of the Merger, the Merger Agreement and all other Transactions.
(b) The Company may adjourn or postpone any of the Company Shareholders' Meetings only: (i) if, as of the time for which such Company Shareholders' Meeting is originally scheduled (as set forth in the notice for the Company Shareholders' Meeting), the number of Company Shares present at such Company Shareholders' Meeting (either in person or by proxy) is insufficient to constitute the required quorum necessary to conduct the business of suc...
Shareholders' Approval. Seller shall have obtained its shareholders’ approval of the transaction contemplated by this Agreement.
Shareholders' Approval. The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.
Shareholders' Approval. The Company shall have received the Shareholders Approval;
Shareholders' Approval. The Purchaser shall promptly submit this Agreement and the transactions contemplated hereby for the approval of its stockholders by majority written consent or at a meeting of stockholders and, subject to the fiduciary duties of the Board of directors of the Purchaser under applicable law, shall use its best efforts to obtain stockholder approval and adoption of this Agreement and the transactions contemplated hereby. In connection with such written action by, or meeting of, stockholders, the Purchaser shall prepare a proxy or information statement to be furnished to the shareholders of the Purchaser setting forth information about this Agreement and the transactions contemplated hereby. The Private Party shall promptly furnish to the Purchaser all information, and take such other actions, as may reasonably be requested in connection with any action to be taken by the Purchaser in connection with the immediately preceding sentence. The Private Company shall have the right to review and provide comments to the proxy or information statement prior to mailing to the shareholders of the Purchaser.
Shareholders' Approval. Leslie's California shall take all ---------------------- actions reasonably necessary in accordance with applicable law and its articles of incorporation and bylaws to convene a meeting of its shareholders as soon as reasonably practicable for the purpose of considering and approving the principal terms of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Special Meeting"). In --------------- connection with the Special Meeting, the board of directors of Leslie's California shall recommend that the shareholders of Leslie's California vote to approve the principal terms of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction. Proxy Materials and Schedule 13E-3. ----------------------------------
(a) In connection with the Special Meeting, Leslie's California shall prepare and file a preliminary proxy statement relating to the transactions contemplated by the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Preliminary Proxy Statement") with --------------------------- the Securities and Exchange Commission (the "SEC") and shall use its reasonable --- best efforts to respond to the comments of the SEC and to cause a definitive proxy statement to be mailed to Leslie's California's shareholders (the "Definitive Proxy Statement"), all as soon as reasonably practicable; provided, -------------------------- that prior to the filing of each of the Preliminary Proxy Statement and the Definitive Proxy Statement, Leslie's California shall consult with Poolmart with respect to such filings and shall afford Poolmart reasonable opportunity to comment thereon. Poolmart shall provide Leslie's California with any information for inclusion in the Preliminary Proxy Statement and the Definitive Proxy Statement which may be required under applicable law and which is reasonably requested by Leslie's California. Leslie's California shall promptly notify Poolmart of the receipt of the comments of the SEC and of any request from the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and will promptly supply Poolmart with copies of all correspondence between Leslie's California or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Definitive Proxy Statement or the Merger Transaction. If at any time prior to the...
Shareholders' Approval. On or before the Closing Date, each Seller shall have approved the execution of this Agreement, each Transactional Document and the transactions contemplated herein and therein by both the Company and each such Seller.
Shareholders' Approval. The Shareholders Approval shall have been obtained; provided that the condition to Closing specified in this Section 6.2(k) shall be deemed satisfied if the Court Approval has been obtained and such Court Approval has become final and nonappealable (and, for the avoidance of doubt, no appeal is pending).
Shareholders' Approval. Company agrees to submit this Agreement and the transactions contemplated hereby to its shareholders for approval to the extent required and as provided by law and the Articles of Incorporation and By-Laws of Company and in accordance with Section 10.1 hereof. A shareholders' meeting of Company shall be held and Company shall use its reasonable best efforts to take all steps as shall be required for said meeting to be held as soon as reasonably practicable after the effective date of the Registration Statement (as defined in Section 10.1 hereof). Company and its Board of Directors shall recommend that the shareholders of Company approve this Agreement and the transactions contemplated hereby and shall use their reasonable best efforts to secure such approval.
Shareholders' Approval. The Company Shareholder Approval shall have been obtained in accordance with applicable Law and the Articles of Association of the Company.