Stockholder Approval Sample Clauses
The Stockholder Approval clause defines the requirement that certain actions or decisions by a company must be formally approved by its stockholders. Typically, this clause outlines which matters—such as mergers, major asset sales, or amendments to governing documents—require a vote of the stockholders, and may specify the percentage of votes needed for approval. By establishing clear procedures for obtaining stockholder consent, this clause ensures that significant corporate actions reflect the will of the owners and protects their interests in major decisions.
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Stockholder Approval. The Company shall seek, and use its best efforts to obtain, on or before the date which is 90 days after the Closing Date, stockholder approval of the issuance of the Shares in accordance with the terms of the Notes and the Warrants, which approval shall meet the requirements of Rule 713 of the AMEX set forth in the AMEX Company Guide (“Stockholder Approval”). The Company shall call a meeting of stockholders (the “Stockholder Meeting”) to be held within 90 days after the Closing Date, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after the Closing Date, preliminary proxy materials which set forth a proposal to seek the Stockholder Approval, and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for the Stockholder Meeting to its stockholders at least 30 days prior to the date of the Stockholder Meeting, shall actively solicit proxies to vote for the Stockholder Approval, and within 30 days after the Closing Date shall retain a proxy solicitation firm of recognized national standing to assist in the solicitation. The Company shall provide the Buyer an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Buyer a reasonable period of time prior to their filing with the SEC. The Company shall provide the Buyer (which may be by e-mail) copies of all correspondence from or to the SEC or its staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any comments of the SEC staff which the Company receives orally promptly after receiving such oral comments. The Company shall furnish to the Buyer and its legal counsel (which may be by e-mail) a copy of its definitive proxy materials for the Stockholder Meeting and any amendments or supplements thereto promptly after the same are first used, mailed to stockholders or filed with the SEC, shall inform the Buyer of the progress of solicitation of proxies for such meeting and shall inform the Buyer of any adjournment of the Stockholder Meeting and shall report the result of the vote of stockholders on such proposition at the conclusion of the Stockholder Meeting. If the Company fails to obtain such Stockholder Approval, the Company shall call a meeting of stockholders every ...
Stockholder Approval. This Agreement shall have been approved by the Required Seller Stockholders.
Stockholder Approval. The Company Requisite Vote shall have been obtained.
Stockholder Approval. The Company Stockholder Approval shall have been obtained.
Stockholder Approval. (a) Notwithstanding anything to the contrary in Section 7.7, unless the Acquiror Board has withdrawn the Acquiror Board Recommendation in compliance with Section 7.7, Acquiror shall submit to its stockholders the issue of the Acquiror Stock Issuance on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of such obligation, Acquiror shall take, in accordance with applicable Law and the Acquiror Charter and the Acquiror Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the Acquiror Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the Acquiror Stock Issuance, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the Acquiror Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of the Company (which prior written approval shall not be unreasonably delayed, conditioned or withheld). Unless the Acquiror Board has withdrawn the Acquiror Board Recommendation in compliance with Section 7.7, Acquiror shall use reasonable best efforts to obtain from Acquiror’s stockholders the Acquiror Requisite Vote, including, subject to Section 7.7, by providing to Acquiror’s stockholders the Acquiror Board Recommendation and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of the Company, postponing or adjourning the Acquiror Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that Acquiror shall not postpone or adjourn the Acquiror Stockholders Meeting for any other reason without the prior written consent of the Company (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing but subject to Acquiror’s right to terminate this Agreement pursuant to Section 9.1, Acquiror’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the Acquiror Stock Issuance and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affec...
Stockholder Approval. This Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company;
Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.
Stockholder Approval. This Agreement shall have been duly adopted by the Required Company Stockholder Vote.
Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting...
Stockholder Approval. This Agreement, on substantially the terms and conditions set forth in this Agreement, shall have been approved and adopted by the requisite affirmative vote of the holders of Company Common Stock entitled to vote thereon.