Shareholder Consent Sample Clauses
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Shareholder Consent. It shall be a condition of Seller’s obligation to close hereunder that Seller shall have received the consent of its shareholders (the “Shareholder Consent”) to consummate the sale transaction described herein and in the Other Purchase Agreements (as defined in Section 8.3 hereof) not later than 5:00 pm on the date which is ninety (90) days after the Approval Date (the “Consent Deadline”), provided that, in the event the United States Securities and Exchange Commission (the “SEC”) notifies Seller that the SEC intends to review Seller’s proposed Proxy Statement related to the Shareholder Consent, Seller may elect to extend the Consent Deadline for up to sixty (60) days by delivering written notice of such extension to Buyer not later than the day which is five (5) days prior to the Approval Date. Notwithstanding anything contained in this Agreement, in the event Seller does not receive the Shareholder Consent and so notifies Buyer in writing prior to the Consent Deadline, the ▇▇▇▇▇▇▇ Money Deposit less the Independent Consideration shall be returned to Buyer, Seller shall reimburse Buyer for its documented out-of-pocket third-party costs and expenses incurred in connection with this Agreement and the Other Purchase Agreements and its variable, direct travel costs and expenses incurred in connection with this Agreement and the Other Purchase Agreements (the “Travel Expenses”), up to a maximum aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), this Agreement shall terminate and be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. The Travel Expenses reimbursed pursuant to this Agreement shall not in any event exceed the aggregate amount of Twenty-Five Thousand Dollars ($25,000).
Shareholder Consent. Seller shall have obtained the consent of its shareholders approving this Agreement, the Transaction Documents and the consummation of the Transaction.
Shareholder Consent. The parties hereby acknowledge and agree that the Written Consent is irrevocable and fully complies with the terms and conditions of the Charter with respect to the waiver of the requirements of the Charter, including Article IV, Section C.6 of the Charter. The Shareholder represents and warrants that such Written Consent remains in effect as of the date hereof and as of the Closing.
Shareholder Consent. The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.
Shareholder Consent. Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and the Restated Articles, none of the Group Companies shall, and the Founders and holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of (i) Series Seed Preferred Majority, and (ii) Series A Preferred Majority (which shall include consent of Sina):
(a) any amendment or change of the rights, preferences or privileges or power of, or the restrictions provided for the benefit of, any series of the Preferred Shares;
(b) any action that authorizes, creates or issues any class of the Group Companies’ securities having preferences superior to or on a parity with the Preferred Shares or any other securities of the Group Companies;
(c) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares;
(d) any material amendment to the Restated Articles or other charter documents of any Group Company that would adversely affect the rights of the Preferred Shares;
(e) any resolution relating to dissolution, liquidation or Liquidation Event (as defined in the Restated Articles) of any Group Company; and
(f) any amalgamation, consolidation or merger with or into any other business entity, any spin-off, sub-division, recapitalization, reclassification, or any other transaction of a similar nature or having a similar economic effect as any of the foregoing, or other forms of restructuring of the Company. Notwithstanding anything to the contrary contained herein, where any act listed in clauses (a) through (f) above requires the approvals of the shareholders of the Company in accordance with the applicable laws, and if the shareholders vote in favor of such act but the approvals of (i) Series A Preferred Majority (which shall include consent of Sina), and (ii) Series Seed Preferred Majority have not yet been obtained, then (i) the dissenting Series Seed Preferred Majority, and (ii) dissenting Series A Preferred Majority (or Sina, if Sina voted against such act) in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one.
Shareholder Consent. The Target shall obtain, immediately following the execution and delivery of this Agreement, the Target Shareholders' consent pursuant to written consent (the "Written Consent"). Promptly following receipt of the Written Consent, the Target shall deliver a copy of such Written Consent to Parent.
Shareholder Consent. The Company shall have obtained the Shareholder Consent.
Shareholder Consent. Each Seller Party shall have received the Requisite Shareholder Approval.
Shareholder Consent. Evidence satisfactory to the Lenders that the shareholders of the Borrower holding at least 35% of the Series B preferred stock of the Borrower have entered into a postponement agreement to postpone their rights to redeem the Series B preferred stock of Borrower until such time when all Obligations under this Agreement and the other Loan Documents have been indefeasibly paid in full or such earlier time upon the written consent of the Lenders.
Shareholder Consent. 7.4.1 Consent by the relevant Shareholders pursuant to clause 7.1 may be provided by:
(a) a Shareholder at a general meeting of the Company or in writing; or
(b) the Super Qualifying Shareholder Director(s) at a Board meeting.