Action of Stockholders. No action shall be taken by the stockholders except at a duly called annual or special meeting of stockholders. The stockholders may not take action by written consent.
Action of Stockholders. The Company shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly following consummation of the Offer to consider and vote upon the Merger, if a stockholder vote is required. If a stockholders' meeting is convened, the Board of Directors shall recommend that the stockholders of the Company vote to approve the Merger. Such recommendation shall not be withdrawn or adversely modified except by resolution of the Board of Directors adopted in the exercise of applicable fiduciary duties upon the advice of counsel. In the event that proxies are to be solicited from the Company's stockholders, the Company shall, if and to the extent requested by the Purchaser, use its best efforts to solicit from stockholders of the Company proxies in favor of such approval and shall take all other reasonable action necessary or, in the opinion of the Purchaser, helpful to secure a vote or consent of stockholders in favor of the Merger, except where the Board of Directors of the Company determines not to undertake such actions and efforts in the exercise of its fiduciary duties as set forth in Section 6.6(b) hereof. At any such meeting, the Purchaser shall vote or cause to be voted all of the Shares then owned by the Purchaser or any subsidiary of the Purchaser in favor of the Merger and the Company shall vote all Shares in favor of the Merger for which proxies in the form distributed by the Company shall have been given and with respect to which no contrary direction shall have been made.
Action of Stockholders. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders.
Action of Stockholders. If required by law to approve the Merger, ---------------------- the Company shall take all action necessary in accordance with the Delaware Law and its Restated Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly after the Expiration Date to consider and vote upon this Agreement. If a meeting of the Company's stockholders is to be called, the Company shall, if and to the extent requested by Purchaser, use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or which otherwise may be reasonably requested by Purchaser, to secure a vote of stockholders in favor of adoption of this Agreement, subject to the exercise of fiduciary duties by the Board of Directors under applicable law. At any such meeting, Purchaser shall vote or cause to be voted all of the Shares then owned by Purchaser or its subsidiaries in favor of adoption of this Agreement and the Company shall vote or cause to be voted all Shares with respect to which proxies in the form distributed by the Company have been given, and not voted against the adoption of this Agreement, in favor of adoption of this Agreement.
Action of Stockholders. The Company shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders as promptly as practicable following consummation of the Offer to
Action of Stockholders. 37 6.13. Distributions with respect to Stock.............................................. 38 6.14.
Action of Stockholders. (a) The Company shall prepare a Proxy Statement for the purpose of obtaining the approval of the transactions contemplated in this Agreement by the stockholders of the Company (the "Proxy Statement"). The Company shall submit the Proxy Statement to MemberWorks for its review and approval, which shall not be unreasonably withheld or delayed.
Action of Stockholders. If required by law to approve the Merger, the Company shall take all action necessary in accordance with the Florida Law and its Articles of Incorporation and By-Laws to convene a meeting of its stockholders promptly after the Expiration Date to consider and vote upon this Agreement. If a meeting of the Company's stockholders is to be called, the Company shall, if and to the extent requested by Purchaser, use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or
Action of Stockholders. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of September 18, 2002, by and among Terex Corporation, a Delaware corporation (together with its permitted successors and assigns, the "Company"), and the Persons whose signatures appear on the execution pages of this Agreement (the "Stockholders"). This Agreement is made pursuant to the Agreement and Plan of Merger, by and among, the Company, Magic Acquisition Corp. and Genie Holdings, Inc., and the Stockholders, dated as of July 19, 2002 hereof (the "Merger Agreement"), pursuant to which the Stockholders will receive shares of Common Stock (as defined below) of the Company. The parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be bound hereby agree as follows:
Action of Stockholders. Any action of the Stockholders under this Agreement shall be made by approval of those Stockholders holding the majority of the Registrable Shares on the date of such action.
