Approval of the Company Shareholders. The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting"), for the purpose of securing the Company Shareholders' Approval as soon as reasonably practicable after the date hereof. Subject to fiduciary obligations and the requirements of applicable law, the Company shall include in the Proxy Statement the recommendation of the Board of Directors of the Company that the shareholders of the Company approve the Merger and the other transactions contemplated hereby, and shall use its reasonable best efforts to obtain such approval.
Approval of the Company Shareholders. The Company shall, as soon as reasonably practicable, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Meeting”) for the purpose of securing the Company Shareholders’ Approval and in any event the Company Meeting shall be held within forty-five (45) days following the earlier of SEC approval of the Proxy Statement or if the SEC does not review the Proxy Statement, the earliest date on which the Company could mail the Proxy Statement pursuant to the Exchange Act, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state Law and with its articles of incorporation and by-laws, (iii) subject to Section 7.8, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby, (iv) use all reasonable efforts to solicit or cause to be solicited from its shareholders proxies in favor of adoption of this Agreement, (v) subject to Section 7.8, take all other reasonable action necessary to secure the Company Shareholders’ Approval and (vi) cooperate and consult with the Parent with respect to each of the foregoing matters. Notwithstanding anything herein to the contrary, unless this Agreement is terminated in accordance with Section 9.1, the Company will take all of the actions contemplated by this Section 7.4 regardless of whether the Board of Directors of the Company has approved, endorsed or recommended another Takeover Proposal (is defined in Section 7.8(e)(iii)) or has withdrawn, modified or amended the Company Board Recommendation, and will submit this Agreement for adoption by the shareholders of the Company at such meeting. The Company shall keep the Parent updated with respect to the proxy solicitation results as reasonably requested by Parent.
Approval of the Company Shareholders. The Company shall, as soon as practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting") for the purpose of securing the Company Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its Restated Certificate of Incorporation and by-laws, (iii) subject to Section 7.10, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with CEI with respect to each of the foregoing matters. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 9.1(g), the Company agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.
Approval of the Company Shareholders. The Company shall, as soon as practicable, seek the approval of its shareholders to the transaction contemplated by this Agreement.
Approval of the Company Shareholders. The Company ------------------------------------ shall, as soon as reasonably practicable after the date hereof, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting") for the purpose of securing the Company --------------- Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its articles of incorporation and by-laws, (iii) subject to Section 7.9, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with the Parent with respect to each of the foregoing matters.
Approval of the Company Shareholders. (a) The Company shall take all action necessary in accordance with this Agreement, California Law, and the Articles of Incorporation and Bylaws of the Company to secure the Company Shareholder Approval pursuant to the Company Shareholder Consent. The Company's obligation to secure the Company Shareholder Approval in accordance with this Section 5.11(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Alternative Transaction. The Company shall deliver an executed Company Shareholder Consent and an executed Company Shareholder Letter from each Company Shareholder listed in Exhibit B-1, which together constitute the Company Shareholder Approval, no later than 5:00 p.m. Pacific Time on the date immediately following the Agreement Date. The Company shall exercise commercially reasonable efforts to obtain an executed Company Shareholder Consent and an executed Company Shareholder Letter from each Company Shareholder not listed in Exhibit B-1.
Approval of the Company Shareholders. Promptly after the date hereof, the Company will take all action necessary in accordance with its articles of incorporation and by-laws, and in accordance with federal and state securities laws, to obtain approval by unanimous written consent of this Agreement and approval of the Merger.
Approval of the Company Shareholders. The Company will (a) take all steps necessary to submit to the Shareholders for approval this Agreement and the Sale contemplated hereby, and (b) cooperate and consult with the Buyer in connection with the foregoing matter.
Approval of the Company Shareholders. (a) Promptly after the Agreement Date, Company will take all action necessary in accordance with the California Law and its Articles of Incorporation and Bylaws to call, notice, convene, hold and conduct a meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held as soon as practicable, and in no event later than January 30, 2004, for the purpose of voting upon approval and adoption of this Agreement and the Company Ancillary Agreements and approval of the Merger. In lieu of the Company Shareholders Meeting, such approval by the Company Shareholders may be obtained by the written consent of the Company Shareholders (the “Company Shareholders Consent”) where authorized by the California Law and the Articles of Incorporation and Bylaws of Company.
Approval of the Company Shareholders. 5.4.1 Promptly after the execution of the Agreement, the Company will take all action necessary to solicit and obtain the affirmative vote of the holders of all of the issued and outstanding Company Ordinary Shares (the “Requisite Vote”) approving and adopting this Agreement, approving the Merger and all other transactions contemplated by the Merger Agreement.
