Seller Shareholder Approval. Seller shall have (i) obtained the approval of the holders of a majority of the outstanding shares of capital stock of each Seller entitled to vote on matters submitted to Seller’s stockholders authorizing the execution and performance by Seller of this Agreement and the transactions contemplated hereby; (ii) prepared and filed with the Securities and Exchange Commission (the “SEC”) a Preliminary Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or if required by law to obtain the approval contemplated in the foregoing clause (i), a Preliminary Proxy Statement pursuant to Section 14(a) of the Exchange Act, providing notice of and describing such approval in the manner required by the Exchange Act, the Nevada Revised Statutes and the articles of incorporation and bylaws of Seller; (iii) responded promptly to comments delivered by the SEC, if any, with respect to the Information Statement or Proxy Statement, as the case may be; and (iv) delivered the definitive Information Statement or Proxy Statement, as the case may be, to every security holder of each class of equity security that is entitled to vote or give an authorization, proxy or consent in regard to the execution and performance by Seller of this Agreement and take such other actions as may be required by the Exchange Act, Utah law, and the articles of incorporation and bylaws of Seller to obtain the approval of shareholders contemplated in the foregoing clause (i) as soon as reasonably practicable. If the condition described above in Section 8(g) is not met as of the Closing Date, this Agreement shall terminate on the Closing Date. In the event of such a termination, the parties shall have no further obligations or liabilities to one another hereunder or in connection with the transactions contemplated hereby. Unless this Agreement is terminated as a result of the condition in Section 8(g) not being met, if any of the other conditions in this Section 8 is not met as of the Closing Date, and if such condition (other than the condition set forth in Section 8(c) above) could reasonably be expected to have an adverse economic effect on the value of the Properties (taken as a whole) to Buyer greater than fifty thousand dollars ($50,000.00) and Buyer is not in material breach of its obligations hereunder in the absence of Seller being in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated by w...
Seller Shareholder Approval. The Seller Shareholder Approval shall have been obtained.
Seller Shareholder Approval. With respect to any Seller identified on Schedule 6.2(n) that must obtain shareholder approval, such shareholder approval shall have been received. Each of the Sellers may waive any condition specified in this Section 6.2 if it executes a writing so stating on or prior to the relevant Closing Date and such waiver shall not be considered a waiver of any other provision in this Agreement unless the writing specifically so states, nor shall any such waiver be effective as against any other Seller.
Seller Shareholder Approval. The Acquisition contemplated by this Agreement shall have received the requisite approval of the Seller’s shareholders.
Seller Shareholder Approval. The transactions contemplated by this Agreement, this Agreement, and related matters shall have been approved and adopted by the requisite vote of the shareholders of the Seller in accordance with applicable law and the Seller’s Articles of Incorporation and Bylaws.
Seller Shareholder Approval. The shareholders of Seller Common Stock shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the Merger, as and to the extent required by Law and by the provisions of Seller’s Articles of Incorporation and Bylaws.
Seller Shareholder Approval. The transactions provided for under this --------------------------- Agreement shall have been approved by Seller's shareholders, provided that Seller may waive this condition based on Seller having obtained an opinion of Delaware counsel to the effect that such approval is not required under the General Corporation Law of Delaware, which opinion shall be from a firm and in a form and substance reasonably satisfactory to Buyer and Buyer's counsel.
Seller Shareholder Approval. The approval of at least at least 66 and 2/3 percent of the outstanding shares of Seller Common Stock for adoption of the Merger Agreement and approval of the Merger shall have been obtained at the Seller Special Meeting or any adjournment or postponement thereof.
Seller Shareholder Approval. The Split-Off and the terms of this Agreement will require the approval of the Seller’s Shareholders (“Seller Shareholder Approval”).
Seller Shareholder Approval. As promptly as practicable after the execution of this Agreement, Seller shall submit this Agreement and the transactions contemplated hereby to its shareholders for approval and adoption as provided by California Law and its Articles of Incorporation and Bylaws. Seller shall use its best efforts to solicit and obtain the written consent, or vote at a duly convened meeting, of its shareholders sufficient to approve the Acquisition and this Agreement and to enable the Closing to occur as promptly as practicable. The materials submitted to Seller's shareholders shall include information regarding Seller, the terms of the Acquisition and this Agreement and the recommendation of the Board of Directors of Seller in favor of the Acquisition and this Agreement (subject to applicable fiduciary duties).
