Shareholder Consent. The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.
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. Seller acknowledges and agrees that payment of all or some of the Earnout as Earnout Stock shall be subject to the votes of the shareholders of QSGI, Inc., a Delaware corporation at its next annual meeting of the shareholders. At such meeting, Buyer shall cause the shareholders of QSGI to vote on the issuance of the right of QSGI to issue Earnout Stock at the Share Price. It being understood that a shareholder voting against the right to issue Earnout Stock will be granted the shorter of (i) the period of time granted to such shareholder under Delaware law or (ii) a fifteen (15) days to purchase its prorata portion of the Common Stock that would be issued so that such dissenting shareholder’s interest will not be diluted and the monies from said sale will be used to pay the Earnout compensation then due to Seller. Notwithstanding the foregoing or anything in this Agreement to the contrary, if the calculation of such Earnout Stock due to Seller would result in the Seller owning greater than or equal to fifteen percent (15%) of the then outstanding Common Stock of QSGI, QSGI shall be obligated to offer to QSGI’s then-current shareholders, for a period of forty-five (45) days after written notice thereof, the right to purchase additional shares of Common Stock at the then-current Market Share Price and all timelines impacted by this provision whether contained in this Agreement or other agreement executed in connection herewith shall be adjusted accordingly. By their signatures hereto, Mxxx Xxxxxxx and Dxxx Xxxxxxxx, current shareholders of QSGI, agree to vote in favor of the issuance of the Earnout consideration as called for in this Agreement as evidenced by the written consent attached hereto as Exhibit F (the “Written Consent”).
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 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. 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. This Agreement and the Acquisition will have been duly and validly approved and adopted, as required by applicable law and Company’s Memorandum and Articles of Association. Buyer shall have received a copy of the resolutions duly adopted by the Shareholders’ meeting approving the execution of this Agreement and the Company Ancillary Agreements by Company and the consummation of the Acquisition, such copy of resolutions to be certified by the officers of the Company.
Shareholder Consent. The Company and the Primary Shareholders shall use their respective best efforts to obtain the Shareholder Approval, whether by written consent or at a meeting duly called for the purpose thereof, in accordance with applicable law.
Shareholder Consent. 5.2(h) Shareholder Representative..................................................1.8
