Action by Stockholders. 2 SECTION 1.3 Closing...........................................................................3 SECTION 1.4
Action by Stockholders. (a) The Company, acting through its Board of Directors, will, in accordance with Applicable Law and its Organizational Documents: (i) as soon as practicable, duly call, give notice of, convene and hold a special meeting of, or to the extent permitted by Applicable Law submit for approval and adoption by written consent by, the Stockholders for the purpose of adopting and approving this Agreement, the Merger and the Transactions (the "Special Meeting"); (ii) include in any proxy statement the conclusion and recommendation of the Board of Directors to the effect that the Board of Directors, having determined that this Agreement, the Merger and the Transactions are in the best interests of the Company and the Stockholders, has approved this Agreement, the Merger and the Transactions and recommends that the Stockholders vote in favor of the approval and adoption of this Agreement, the Merger and the Transactions; and (iii) use its reasonable best efforts to obtain the necessary approval and adoption of this Agreement, the Merger and the Transactions by the Stockholders.
Action by Stockholders. Each Stockholder further agrees that such Stockholder will not vote any Securities owned by such Stockholder or over which such Stockholder has voting control, or take any action by written consent, or take any other action as a stockholder of the Company, to circumvent the voting arrangements required by this Section 4.
Action by Stockholders. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of these By-laws, applicable law, or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
Action by Stockholders. (a) The Company, acting through its Board of Directors, shall, in accordance with and subject to Applicable Law and its Organic Documents: as soon as practicable, solicit the written consent from the Stockholders (other than the Principal Stockholder, who has already executed a written consent), for the purpose of adopting and approving this Agreement, the Merger and the Transactions (the "Special Meeting"); include in any materials delivered to the Stockholders in connection with the solicitation of written consents the conclusion and recommendation of the Board of Directors to the effect that the Board of Directors, having determined that this Agreement, the Merger and the Transactions are in the best interests of the Company and the Stockholders, has approved this Agreement, the Merger and the Transactions and recommends that the Stockholders vote in favor of the approval and adoption of this Agreement, the Merger and the Transactions; and use its best efforts to obtain the necessary approval and adoption of this Agreement, the Merger and the Transactions by the Stockholders.
Action by Stockholders. Except as otherwise required by the fiduciary duties of the Board of Directors of the Company (as determined in good faith by the Special Committee after consulting with its outside legal counsel): (a) the Company, acting through its Board of Directors, shall, in accordance with applicable law, the Company Charter and the Company's bylaws, duly call, give notice of, convene and hold a special meeting of stockholders (the "Company Stockholders' Meeting") as soon as practicable after the date of this Agreement for the purpose of adopting this Agreement and (b) the Company will, through the Board of Directors based on the recommendation of the Special Committee, (i) recommend to its stockholders the adoption of this Agreement, and (ii) use its best efforts to obtain the Company Stockholder Approval. Merger Sub shall vote all shares of Common Stock owned by it in favor of the adoption of this Agreement.
Action by Stockholders. Under our certificate of incorporation stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. This may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.
Action by Stockholders. Except as otherwise required by the fiduciary duties of the Board of Directors of the Company under applicable law (as determined in good faith by the Special Committee after consulting with its outside legal counsel): (a) the Company, acting through its Board of Directors, shall, in accordance with applicable law, the Company's Certificate of Incorporation and Bylaws, duly call, give notice of, convene and hold a special meeting of stockholders (the "COMPANY STOCKHOLDERS' MEETING") as soon as reasonably practicable after the date of this Agreement for the purpose of adopting this Agreement and (b) the Company will, through the Board of Directors based on the recommendation of the Special Committee, recommend to its stockholders the adoption of this Agreement. Merger Sub and the Management Group shall vote all shares of Common Stock owned by them in favor of the adoption of this Agreement.
Action by Stockholders. Unless otherwise expressly provided to the contrary herein, in any case where the holders of issued and outstanding shares of Common Stock are to consent or otherwise act under this Agreement, such action may be taken by written consent of such stockholders or by a meeting of the stockholders called in the manner provided for a meeting of stockholders in the by-laws of the Company.
Action by Stockholders. 20 Section 7.04. No Solicitation........................................20 Section 7.05. Directors' and Officers' Insurance and Indemnification.21 Section 7.06. Further Action; Best Efforts...........................23 Section 7.07. Public Announcements...................................24 Section 7.08. Conveyance Taxes.......................................24 Section 7.09.
