Approval of the Shareholders Sample Clauses

The 'Approval of the Shareholders' clause establishes that certain actions or decisions by a company require the formal consent of its shareholders. Typically, this applies to major corporate events such as mergers, amendments to governing documents, or the issuance of new shares, where a specified percentage of shareholder votes must be obtained before proceeding. By mandating shareholder approval, the clause ensures that significant changes affecting the company cannot be made unilaterally by management, thereby protecting the interests of the owners and promoting transparency in corporate governance.
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Approval of the Shareholders. Execution by the Shareholders of this Agreement shall be deemed to be approval by the Shareholders of the Purchase in any and all manner required by Corporate Law.
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Approval of the Shareholders. This Agreement and the Merger Proposal shall have been approved and adopted by the Shareholders, including the separate vote of the Series A and Series B Preferred Stock, as set forth in Sections 2.7 and 5.26. Further, no more than five percent of the Shareholders shall have notified the Company of their appraisal rights in accordance with Section 262 of the DCGL.
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Approval of the Shareholders. On or before the Closing Date, the Shareholders of Wolf shall have approved the sale of Calgary Chemical to Gorda on the terms and conditions set forth herein.
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Approval of the Shareholders. This Agreement and the Merger Proposals shall have been approved and adopted by the Shareholders, including the separate vote of each class and series of the Company's capital stock, as set forth in Sections 2.7 and 5.28. Further, Shareholders holding no more than five percent of the Company Shares shall have notified the Company of their exercise of dissenters' rights of appraisal in accordance with Chapter 13 of the CGCL.
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Approval of the Shareholders. A certificate from an officer of the Company that (i) the Merger and this Agreement have been adopted by the affirmative vote of the holders of at least a majority of the Company's outstanding capital stock, voting in separate classes, in accordance with the Oregon BCA and the Company's articles of incorporation and bylaws or, if permitted by the Oregon BCA and the Company's articles of incorporation and bylaws, by written consent in lieu thereof, (ii) holders of no more than 10% of the Company's outstanding capital stock have made a demand indicating that such they intend to seek appraisal rights in accordance with the Oregon BCA with respect to any shares of the Company's capital stock, and (iii) holders of at least 90% of the Company's outstanding capital stock have signed the Selling Shareholders' Agreement and the Escrow Agreement;
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Approval of the Shareholders. Promptly (and in any event within fifteen (15) days) following the Fairness Approval (or, if such Fairness Approval is not obtained or if Parent determines in its reasonable judgment on or before February 5, 1999 not to pursue such a hearing, as soon as permissible under applicable Law following the effectiveness of the Registration Statement), the Company shall submit this Agreement and the transactions contemplated hereby to its shareholders for approval and adoption at a special meeting of its shareholders or by written consent (the "Special Meeting") as provided by the California Code, its articles of incorporation and by-laws. The Company shall use all commercially reasonable efforts to obtain the "approval of the shareholders" of the Company within the meaning of Section 153 of the California Code to the Merger and this Agreement and the transactions contemplated hereby and to enable the Closing to occur as promptly as practicable. Concurrently with the execution and delivery of this Agreement, the Company has delivered to Parent an executed Support Agreement from each of the shareholders listed in Schedule 5.2., who beneficially own shares of Company Capital Stock representing more than 50% of the voting power of the issued and outstanding Company Capital Stock entitled to vote with respect to the Merger and more than 50% of each class of Company Capital Stock that is entitled to vote as a separate class with respect to the Merger. The materials submitted to the shareholders of the Company in respect of the Special Meeting shall include any materials required by the rules and regulations promulgated under the Code in connection with obtaining the Fairness Approval and shall have been subject to prior review and comment by Parent (which such comments will be promptly conveyed by Parent, which shall have at least five (5) Business Days to review such materials) and shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, this Agreement and the transactions contemplated thereby (and, if a Registration Statement is used, the prospectus included as part of the Registration Statement). Parent will promptly provide to the Company any information in its possession or reasonably available to it that is necessary for preparation of the information or proxy statement that the Company will send to its shareholders in connection wi...
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Approval of the Shareholders. This Agreement and the Merger Proposals shall have been approved and adopted by the Shareholders, including the separate vote of each class or series of Company capital stock, as set forth in Section 5.28.
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Approval of the Shareholders. SteriLogic will (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting"), if and as required by applicable law, for the purpose of securing such shareholders' approval of this Agreement and the Merger, (ii) recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and use their reasonable best efforts to obtain, as promptly as practicable, such approval, and (iii) cooperate and consult with MedSolutions with respect to each of the foregoing matters.
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Approval of the Shareholders. This Agreement and the Merger Proposal ---------------------------- shall have been approved and adopted by at least ninety five percent (95%) of the Shareholders, as set forth in Sections 2.7 and 5.28.
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Related to Approval of the Shareholders

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Shareholders' Approval The Company shall: (a) call a special meeting of the Shareholders (the "Shareholders' Meeting") within 30 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Shareholder Action"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Shareholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Shareholders' Materials"); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.

  • Approval of Merger The Merger shall be governed by, and effected under, Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following consummation of the Offer, without a vote of the Company Stockholders, pursuant to Section 251(h) of the DGCL.