Shareholders' Approval Sample Clauses
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Shareholders' Approval. The Company shall:
(a) call a special meeting of the Shareholders (the "Shareholders' Meeting") within 30 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Shareholder Action"); and
(b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Shareholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Shareholders' Materials"); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.
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 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. 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. (a) The Company shall take all action necessary in accordance with applicable law and its articles of incorporation and bylaws to convene a meeting of its shareholders within forty-five days after the date hereof or as soon thereafter as is practicable for the purpose of voting upon this Agreement and the transactions contemplated hereby (the "Shareholders' Meeting"). The Board of Directors of the Company (i) has recommended approval of this Agreement and the transactions contemplated hereby to the shareholders of the Company, (ii) shall include, and shall not withdraw or modify, such recommendation in the notice of meeting with respect to the Shareholders' Meeting and in any proxy statement published in connection with the Shareholders' Meeting unless the board of directors of the Company reasonably determines after consultation with outside legal counsel that it is necessary to omit, withdraw or modify any such recommendation to comply with its fiduciary duties under applicable law, (iii) shall submit for approval of its shareholders the matters to be voted upon at the Shareholders' Meeting, (iv) shall use its reasonable best efforts (including, without limitation, soliciting proxies for such approvals), to the extent permitted by applicable law, to obtain Company Shareholder Approval, (v) shall not take any action to nullify its resolution adopting and approving this Agreement and the transactions contemplated hereby and their submission to the Company shareholders. In connection with the Shareholders' Meeting, Parent shall furnish all information concerning Parent, Newco and Newsub as the Company may reasonably request in connection with any materials to be prepared and distributed to shareholders of the Company.
(b) The Company agrees that any proxy statement (and any amendment or supplement thereto) used in connection with the solicitation of proxies for approval of this Agreement at the Shareholders' Meeting, at the date of mailing to the shareholders of the Company and at the time of the Shareholders' Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
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. Seller shall have obtained its shareholders’ approval of the transaction contemplated by this Agreement.
Shareholders' Approval. This Agreement and the transactions contemplated hereby, including, without limitation, the Merger, shall have been adopted and approved by the Requisite Affirmative Vote of the holders of shares of Seller Common Stock entitled to vote at the Seller Shareholders Meeting in accordance with applicable law.