Approval of Seller's Stockholders. The consummation of the transactions contemplated by, and in connection with, this Agreement shall have been approved at or before the Closing by the affirmative vote of the holders of the holders of the Seller Capital Stock.
Approval of Seller's Stockholders. Sellers shall have received the approval or consent of their respective stockholders as required under applicable law.
Approval of Seller's Stockholders. This Agreement and all of the transactions contemplated hereby and pursuant to the Information Statement shall have been duly approved, adopted and ratified by a sufficient number of the votes of the shareholders of the Seller.
Approval of Seller's Stockholders. Seller shall take all reasonable steps necessary to duly call, give notice to stockholders on the Seller Stockholder List of, solicit proxies for, convene and hold a special meeting of its stockholders, including the preparation and filing of proxy materials with the Securities and Exchange Commission (the "Commission"), for the purpose of approving this Agreement and the Transactions contemplated hereby (the "Special Meeting"). The Seller's Board of Directors will recommend to Seller's stockholders the approval of this Agreement and the Transactions contemplated hereby and will use all reasonable efforts to obtain, as promptly as practicable, the necessary approvals by Seller's stockholders of this Agreement and the Transactions contemplated hereby. Seller shall submit to Buyer for its approval the notice and proxy statement for the Special Meeting prior to filing with the Commission and prior to distributing to stockholders. Seller shall also provide Buyer with copies of all comments and other correspondence received by Seller from the Commission relating to the proxy statement, the Special Meeting or the Merger.
Approval of Seller's Stockholders. The Seller will (a) as -------- -- -------- ------------ promptly as practicable, take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of approving this Agreement and the transactions contemplated hereby, and for such other purposes as may be necessary or desirable, (b) subject to the fiduciary duties of its board of directors as advised in writing by outside counsel, recommend to its stockholders the approval of such foregoing matters to be submitted by it to its stockholders, and (c) cooperate and consult with the Buyer with respect to each of the foregoing matters. Subject to the fiduciary duties of its board of directors as advised in writing by outside counsel, the Seller will use all reasonable efforts to obtain the necessary approvals of its stockholders of the proposals described above to be submitted by it in connection with this Agreement. If the Seller's Board of Directors is required by applicable law to review or restate the recommendation to the Seller's stockholders contemplated in clause (b) of the preceding sentence, this Section 5.05 shall not prohibit accurate disclosure by the Seller that is required in any release or regulatory filing (including the Proxy Statement and the Buyer Registration Statement) or otherwise under applicable law in the opinion of the Seller's Board of Directors, upon the written advice of outside counsel, as of the date of such release or regulatory filing or such other required disclosure as to the transactions contemplated hereby or as to any Acquisition Transaction.
Approval of Seller's Stockholders. Seller shall take the actions necessary to conduct a special meeting of Seller's stockholders to consider and vote on the transactions contemplated by this Agreement at the earliest practicable date after the date of this Agreement and in connection therewith Seller's Board of Directors shall recommend to Seller's Stockholders that they approve this Agreement and the transactions contemplated thereby. Seller agrees to use its commercially reasonable efforts to take all necessary steps to obtain approval of Seller's stockholders, including the filing and distribution of a proxy statement, calling of a special meeting and the holding of that meeting. Such a special meeting shall be called, held and conducted and proxies shall be solicited, in compliance with Seller's Certificate of Incorporation and Bylaws, both as amended, and in compliance with applicable law.
Approval of Seller's Stockholders. Seller shall have provided evidence to Buyer of the required approval of Seller's stockholders to consummate the transactions contemplated by this Agreement by the requisite vote of Seller's stockholders in accordance with applicable law and Seller's certificate of incorporation and by-laws, and such approval shall be in full force and effect.
Approval of Seller's Stockholders. To the extent required by applicable law, this Agreement and the transactions contemplated thereby shall have been approved by the requisite vote of the stockholders of Seller.
Approval of Seller's Stockholders. The Seller, promptly after the date hereof, shall take all action necessary in accordance with the DGCL and its certificate of incorporation and bylaws to obtain the Stockholder Approval as soon as practicable. Subject to Section 7.7, the Seller shall use its efforts to solicit the Stockholder Approval and shall take all other reasonable action necessary or advisable to secure the Stockholder Approval.
Approval of Seller's Stockholders. Seller will take all reasonable steps necessary to duly call, give notice of, solicit proxies for, convene and hold a special meeting (the "Special Meeting") of its stockholders as soon as practicable for the purpose of approving this Agreement and the transactions contemplated hereby. The date of the Special Meeting shall occur as soon as practicable following the effectiveness of the Registration Statement on Form S-4 (as more fully described in Section 7.1) filed with the SEC. The Board of Directors of Seller will recommend to Seller's stockholders the approval of this Agreement and the transactions contemplated hereby and will use all reasonable efforts to obtain, as promptly as practicable, the necessary approvals by Seller's stockholders of this Agreement and the transactions contemplated hereby. 5.7
