Consent of Seller Stockholder Sample Clauses

Consent of Seller Stockholder. 36 11.13 Arbitration....................................... 36 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated as of April 25, 1997, is by and among Rental Service Corporation ("RSC"), Xxxxxx Xxxxx Equipment Company, a Mississippi corporation, a wholly owned subsidiary of RSC ("Buyer"), Brute Equipment Co., an Iowa corporation d/b/a Foxx-Hy Reach Company ("Seller"), and Xxxxxx X. Xxxxxx (the "Seller Stockholder").
Sample 1
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Consent of Seller Stockholder. In accordance with Iowa law, Seller ----------------------------- Stockholder, by executing this Agreement, waives the notice of the meeting and the right to receive any materials otherwise required to be furnished at a meeting and consents to the transfer of the Assets to Buyer and the execution, delivery and consummation of this Agreement. Seller Stockholder additionally agrees to execute and deliver such separate certificates or instruments as may be requested by Seller or Buyer to give effect to the waivers and consents given herein.
Sample 1
Consent of Seller Stockholder. 40 11.13 Arbitration......................................................... 41 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated as of April 26, 1997, is by and among Xxxxxx Xxxxx Equipment Company, a Mississippi corporation ("Buyer"), and wholly owned subsidiary of Rental Service Corporation, a Delaware corporation ("RSC"), Central States Equipment, Inc., a Kansas corporation ("Central"), Equipment Lessors, Inc., a Kansas corporation ("EL;" EL and Central, each a "Seller," and collectively, "Sellers"), and Xxxx Xxxxxx (the "Seller Stockholder").
Sample 1
Consent of Seller Stockholder. Seller Stockholder by executing this ----------------------------- Agreement waives the notice of the meeting and the right to receive any materials otherwise required to be furnished at a meeting consents to the transfer of the Assets to Buyer and the execution, delivery and consummation of this Agreement. Seller Stockholder additionally agrees to execute and deliver such separate certificates or instruments as may be requested by Sellers or Buyer to give effect to the waivers and consents given herein.
Sample 1

Related to Consent of Seller Stockholder

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Consent of Partners Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

  • STOCKHOLDERS' RELEASE 37 9.6 SATISFACTION....................................................37 9.7 TERMINATION OF RELATED PARTY AGREEMENTS.........................37 9.8

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

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