Approval of Stockholders Sample Clauses

Approval of Stockholders. Seller shall, subject to the provisions of Section 5.3 and this Section 5.8, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”) as soon as reasonably practicable for the purposes of securing the approval of such stockholders of this Agreement and the Parent Merger Documents, (ii) recommend to its stockholders the approval of this Agreement and the Parent Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”), and (iii) use its best efforts to obtain, as promptly as practicable, such approval; provided, however, that the Board of Directors of Seller may fail to hold such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent.

Approval of Stockholders. The stockholders of the Constituent Corporations have duly approved the Merger Agreement and the transactions contemplated herein.

Approval of Stockholders. (a) Direct Connect shall, through it Board of Directors, duly call, give notice of, convene and hold a special meeting of the holders of Direct Connect Common Stock and the holders of Direct Connect convertible preferred stock, par value, $.001 per share (the "Convertible Preferred Stock") each of whom shall vote as a separate class (the "Direct Connect Stockholders' Meeting") for the purpose of voting on the (i) adoption of an amendment to Direct Connect's Certificate of Incorporation to (A) increase the number of authorized shares of Direct Connect Common Stock as contemplated by this Agreement, and (B) change the name of Direct Connect to Omnet Technology Holding, Inc., be effective on the Effective Time (the "Direct Connect Amendment"), (ii) ratify and approve of this Agreement and any transactions contemplated by this Agreement (the "Direct Connect Merger Proposal"), (iii) elect new directors nominated by the Board of Directors, whose election shall be effective as soon as reasonably practicable following the Effective Time and (iv) amending the 1988 Incentive Stock Option Plan of Direct Connect or adopting a new stock option plan consistent with the terms of the Company's 1998 Incentive Stock Option Plan. Subject to the exercise of fiduciary obligations under applicable law as advised by independent legal counsel and the Fairness Opinion, Direct Connect shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Direct Connect that the stockholders of Direct Connect vote in favor of the Direct Connect Amendment, the Direct Connect Merger Proposal and the members of the Board of Directors (the "Direct Connect Stockholders' Approval") and shall use its best efforts to obtain such adoption and approval. (b) Subject to the exercise of fiduciary obligations under applicable law as advised by independent counsel: (i) the Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meetings" and, together with the Direct Connect Stockholder's Meeting, the "Stockholders' Meetings") for the purpose of approving this Agreement and the approval of the Merger (the "The Company Merger Proposal") as soon as reasonably practicable after the date hereof; and (ii) the Company shall, through its Board of Directors, recommend that the stockholders of the Company vote in favor of the Company Merger Proposal (the "Company Stock...

Approval of Stockholders. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall, through its Board of Directors, duly call, give notice of, convene, and hold a meeting of its stockholders for the purpose of voting on the ratification and approval of this Merger Agreement as soon as reasonably practicable following the date hereof, or shall take such other action as will satisfy the requirement of stockholder approval under Delaware law.

Approval of Stockholders. This Agreement, the Merger and the transactions contemplated by this Agreement shall, if necessary, have received the requisite approval and authorization of the Stockholders in accordance with applicable Law and the Certificate of Incorporation and Bylaws of the Company.

Approval of Stockholders. The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”) for the purpose of voting on the adoption of this Agreement and obtaining approval of adoption of this Agreement by the holders of at least a majority of the Company Common Stock entitled to vote thereon (the “Company Stockholders’ Approval”) as soon as reasonably practicable after the date hereof. Except as permitted by Section 5.2, the Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors (acting upon the recommendation of the Special Committee) that the stockholders of the Company adopt this Agreement and shall use commercially reasonable efforts to obtain such adoption.

Approval of Stockholders. The Required Stockholder Vote shall have been obtained.

Approval of Stockholders. The adoption of this Agreement shall have been approved by the requisite vote of the stockholders of the Company in accordance with the DGCL (the “Required Company Stockholder Vote”).

Approval of Stockholders. This Agreement shall have been approved and adopted by the requisite vote of the stockholders of Seller in accordance with applicable law, the Seller Charter and the Seller Bylaws.