Notice of Appraisal Rights; Required Stockholder Approval Sample Clauses

Notice of Appraisal Rights; Required Stockholder Approval. Parent shall have received from the Company reasonable evidence that all notices to stockholders of the Company in connection with appraisal rights under §262 of the DGCL and/or §§1300 et seq. of the California Corporations Code that are required to or may be made at or prior to the Effective Time have been made. This Agreement, the Merger and the other transactions contemplated hereby shall have been duly approved by the Required Stockholder Approval (and Parent shall have received documentation evidencing the Company’s receipt thereof), and no less than 95% of the Company Capital Stock outstanding and eligible to vote on the adoption of this Agreement and the approval of the Merger (determined on an as converted to Company Common Stock basis) shall have adopted this Agreement and approved the Merger or shall have waived or be ineligible for appraisal rights pursuant to §262 of the DGCL or dissenters rights pursuant to §§1300 et seq. of the California Corporations Code, if applicable.
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Related to Notice of Appraisal Rights; Required Stockholder Approval

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

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

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

  • 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.

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder 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.

  • 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.

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