ABSENCE OF STOCKHOLDER APPROVAL Sample Clauses

ABSENCE OF STOCKHOLDER APPROVAL. In the event the stockholders of the Company do not approve the proposals described in Section 1.3(a)(x) of this Agreement at the Company's 1997 Annual Meeting of Stockholders to be held on or prior to December 19, 1997, the Company shall promptly reimburse each of the Purchasers for the reasonable costs and expenses, including reasonable attorneys' fees, incurred by such Purchaser in connection with this Agreement and the transactions contemplated hereby; and the condition to exercise contained in the second paragraph of the Warrants shall cease to apply with the effect that such Warrants shall be irrevocably exercisable in accordance with their terms. 4.10
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Related to ABSENCE OF STOCKHOLDER APPROVAL

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Stockholders Approval (a) Company shall, as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement, submit this Agreement and the transactions contemplated hereby for the approval of its stockholders at a meeting of stockholders (the "Company Stockholders Meeting", which term shall include any postponements or adjournments of such meeting). Unless otherwise required under the applicable fiduciary duties of the Board of Directors of Company, as determined by such directors in good faith after consultation with and based upon the opinion of outside legal counsel, Company shall (i) recommend adoption of this Agreement and approval of the Merger by the stockholders of Company and include in the Proxy Statement such recommendation and (ii) use all reasonable best efforts to solicit from its respective stockholders proxies in favor of adoption of this Agreement and approval of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approvals (the "Company Stockholder Approval"). Without limiting the generality of the foregoing, Company agrees that its obligations pursuant to the first sentence of this Section 4.5 shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal (as defined in Section 4.8) or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of this Agreement or the Merger. The Company Stockholders Meeting shall be held as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement. To the extent permitted by law, Childs, Acquiror Parent and Acquiror each agree to vote all shares of Company Common Stock beneficially owned by them in favor of the Merger.

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