Action of Shareholders. 7 Section 3.8.
Action of Shareholders. (a) If required by applicable law to approve the Merger, the Company shall take all action necessary in accordance with the PBCL and its Articles of Incorporation and By-Laws to convene a meeting of its shareholders promptly after the consummation of the Offer to consider and vote upon this Agreement and the Merger. If a meeting of the Company's shareholders is to be called, the Company shall, if and to the extent requested by Purchaser but subject to the fiduciary duties of the Independent Directors, use all reasonable efforts to solicit from such shareholders proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or which otherwise may be reasonably requested by Purchaser, to secure a vote of such shareholders in favor of adoption of this Agreement. (b) At any such meeting, Purchaser shall vote or cause to be voted all of the Common Stock then owned by it or its subsidiaries in favor of adoption of this Agreement and the Company shall vote or cause to be voted all securities entitled to vote at such meeting with respect to which proxies in the form distributed by the Company have been given, and not voted against the adoption of this Agreement, in favor of adoption of this Agreement. (c) If necessary, the Company shall file with the Commission, and shall use all reasonable efforts to have processed to completion by the Commission, in each case at the earliest practicable date, a proxy statement or information statement, as Purchaser shall designate (the "Proxy Statement"), with respect to the adoption by the Company's shareholders of this Agreement in form and substance reasonably satisfactory to Purchaser and its counsel. The information provided by Purchaser and the Company, respectively, for use in the Proxy Statement shall be true and correct in all material respects and shall not omit to state any material fact necessary in order to make such information and the Proxy Statement not misleading as of the date of the Proxy Statement. The Proxy Statement shall contain the determination and recommendation of the Board of Directors of the Company referred to in Section 1.2. -7- 12 SECTION 3.8.
Action of Shareholders. 26 6.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 6.3
Action of Shareholders. CPI shall take all action in accordance with the IBCA and its charter and bylaws to cause its shareholders promptly to consider and vote upon this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby, and shall take all other action necessary or, in the opinion of TBA, helpful, to secure a vote of CPI's shareholders in favor of adoption of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby.
Action of Shareholders. Whenever in this Agreement the Shareholders are given the discretion to take or not take any action, the decision of the Shareholders shall be made pursuant to the vote of the Shareholders holding a majority of the shares of the Company.
Action of Shareholders. NCC shall take all action necessary in accordance with the California Law and its Articles of Incorporation and Bylaws to convene NCC Shareholder Meeting as promptly as practicable to consider and vote upon this Agreement (including, without limitation, the plan of merger contained herein) and the Merger.
Action of Shareholders. Any action required or permitted by the Act to be taken at a shareholders’ meeting may be taken without a meeting if shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing.
Action of Shareholders. The Parties shall take all action necessary in accordance with Maryland Law and Parent's governing instruments to convene a meeting of Parent's shareholders as soon as practicable following the execution of this Agreement to consider and vote the transactions contemplated by this Agreement. Subject to the exercise of applicable fiduciary duties upon the advice of counsel, the Special Committee and Parent's Board of Directors shall recommend that the Parent's shareholders vote to approve the transactions contemplated by this Agreement. Parent shall use reasonable efforts to solicit proxies from Parent's shareholders with respect to such approval.
Action of Shareholders. No Shareholder shall have the right to institute any action, suit or proceeding or to exercise any other remedy available to the Voting Trustee for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Shareholder has requested the Voting Trustee to take or institute such action, suit or proceeding and furnished the Voting Trustee with the security, funding or indemnity referred to in Section 4.4 and the Voting Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Shareholder shall be entitled to take such proceedings in any court of competent jurisdiction as the Voting Trustee might have taken.
Action of Shareholders. Avalon shall take all action in accordance with the TBCA and its charter and bylaws to cause its shareholders promptly to consider and vote upon this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby, and shall take all other action necessary or, in the opinion of NCCI, helpful, to secure a vote of Avalon's shareholders in favor of adoption of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby.
