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. (a) CHP covenants that it will call a meeting of stockholders of CHP to be held no later than June 30, 1999 (the "Stockholder Meeting Deadline"), for purposes of securing stockholder approval for the waiver of the Ownership Limits set forth in Section 7.6(ii)(a) and (b) of the Articles of Incorporation of CHP. Notwithstanding anything to the contrary contained herein, any waiver of the Ownership Limits shall neither waive nor purport to waive the limitations contained in Sections 7.6(ii)(c), (d) or (e) of CHP's Articles of Incorporation. CHP will promptly prepare and file and will provide to each of its stockholders entitled to vote at such meeting in advance of such meeting, a proxy statement complying with Section 14 of the Exchange Act soliciting each such stockholder's affirmative vote at such stockholder meeting in favor of the amendment of CHP's Articles of Incorporation to permit the Board of Directors of CHP to waive the Ownership Limits with respect to issuance of the shares of CHP Common Stock and upon the exchange of Class A Preferred Stock pursuant to the Hotel Investors Subscription Agreement. Such proxy statement shall reflect that the Board of Directors has approved the waiver of such ownership limitation with respect to Five Arrows, subject to stockholder approval. CHP and its Board of Directors shall recommend to the stockholders that they approve such proposal and shall use its best efforts to solicit its stockholders' approval of such amendment. Such proxy statement shall not seek approval of any matters other than the approval described in the preceding sentence and the election of directors, which shall include a nominee designated by Five Arrows, which may be the director designated pursuant to Section 4.4 hereof. CHP shall file such proxy statement with the SEC on a timely basis so as to permit the stockholders' meeting to be held by the Stockholder Meeting Deadline. Five Arrows shall have the opportunity to review and comment on each version of the Proxy Statement submitted to or filed with the SEC.
(b) Upon approval by CHP's stockholders of the amendment of CHP's Articles of Incorporation to permit the Board of Directors of CHP to waive the Ownership Limits with respect to the issuance of shares and the exchange of shares of Class A Preferred Stock for shares of CHP Common Stock pursuant to the Hotel Investors Subscription Agreement, (i) CHP shall deliver to Five Arrows (A) a certificate of the Secretary of CHP certifying that the ...
Stockholder Approval. (a) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the adoption of this Agreement by such stockholders. The board of directors of the Company shall recommend adoption of this Agreement by the stockholders of the Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to Acquiror such recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting, or in reference to an Acquisition Proposal (as defined in Section 7.4(b)), that is inconsistent with such recommendation (any action or public statement described in clause (x) or (y) being referred to as a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of voting on the adoption of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the board of directors of the Company shall have effected a Change in Company Recommendation, then the board of directors of the Company may submit this Agreement to the Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s stockholders in the Proxy Statement/Prospectus and the Form S-4 or an appropriate amendment or supplement thereto to the extent required by applicable Law.
(b) Notwithstanding the foregoing, prior to the date of the Company Stockholders Meeting, the Company and its board of directors shall be permitted to effect a Change in Company Recommendation if and only to the extent that:
(i) it has complied in all material respects with Section 7.4,
(ii) its board of directors, based on the advice of its outside counsel, determines in good faith that failure t...
Stockholder Approval. (a) Seller shall call, give notice of, convene and hold a meeting of its stockholders (the “Seller Meeting”) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (i) the Requisite Seller Vote required in connection with the Merger and the other transactions contemplated by this Agreement and (ii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger or the other transactions contemplated by a merger agreement. The Seller Meeting may be held virtually, subject to applicable law and the organizational documents of Seller.
(b) Subject to Section 6.3(c), Seller and its Board of Directors shall use its reasonable best efforts to obtain from the stockholders of Seller the Requisite Seller Vote, including by communicating to the Seller stockholders the recommendation of Seller’s Board of Directors (and including such recommendation in the Proxy Statement) that the stockholders of Seller approve the Merger and the other transactions contemplated by this Agreement (the “Seller Board Recommendation”). Seller and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer the Seller Board Recommendation, (ii) fail to make the Seller Board Recommendation in the Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Seller Board Recommendation, in each case within ten (10) business days (or such fewer number of days as remains prior to the Seller Meeting, as applicable) after an Acquisition Proposal is made public or any request by Buyer to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”).
(c) Subject to Section 8.1 and Section 8.2, if the Board of Directors of Seller, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of the duties of the directors of Seller under applicable law to make or continue to make the Seller Board Recommendation, the Board of Directors of Seller may, prior to the receipt of the Requisite Se...
Stockholder Approval. The Company Stockholder Approval shall have been obtained.
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 and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company;
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 shall have been duly adopted by the Required Company Stockholder Vote.
Stockholder Approval. This Agreement shall have been approved by the requisite vote of the stockholders of Seller, Buyer and Acquisition Subsidiary;
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.