Shareholder Consents. Except as provided on Schedule 3.3, no approval, consent, order or action of or filing with any court, administrative agency, governmental authority or other third party is required for the execution, delivery or performance by the Shareholders of this Agreement or any Shareholder Related Document other than filings related to the IPO. The execution, delivery and performance by each Shareholder of this Agreement and the Shareholder Related Documents do not violate any mortgage, indenture, contract, agreement, lease or commitment or other instrument of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder's assets or properties may be bound or affected or any law, rule or regulation applicable to such Shareholder or any court injunction, order or decree or any valid and enforceable order of any governmental agency in effect as of the date hereof having jurisdiction over such Shareholder.
Shareholder Consents. 1.1 The Company undertakes to the Council that it shall not, (save as set out in or as required by this Agreement) without the prior written consent of the Council carry out any of the matters referred to in paragraph 1.2 of this Schedule 2.
Shareholder Consents. Under the rules of the New York Stock Exchange, shareholder approval is required prior to listing of the Shares on the Exchange. SCHEDULE 3.4 Capitalization at June 27, 2002 (in thousands) Number of Votes, after giving effect to the Transactions ----------------------------------------- Actual Assumes Assumes Shares before Investor subscribes Full Subscription Transactions at $0.55 at $0.55 ------------- ------------------- ------------------ Convertible Preferred Stock 256 21,679 (a) 21,679 (a) Common shares outstanding (net of treasury) 64,280 64,280 64,280 Investor common shares - 63,636 (b) 23,091 (c) Non-Investor common shares - - 67,818 (d) Series C Preferred Stock - - 40,545 (e) ------- ------- Total votes 149,596 217,414 ======= ======= Investor voting percentage 57.0% 39.2%
Shareholder Consents. 5 3.4 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3.5 Capitalization of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.6
Shareholder Consents. 4 3.4 Organization, Etc...............................................................................4 3.5 Capitalization of the Company...................................................................5 3.6
Shareholder Consents. Consent to Acquisition
Shareholder Consents. Each officer and director of the Company shall have consented to approval of this Agreement. The Company shall have solicited the consents of its stockholders and the requisite consents in accordance with the requirements of the DGCL the Company's Bylaws and Certificate of Incorporation shall have been obtained approving this Agreement and the consummation of the transactions hereby. Ameritrade shall have received a certificate of the Secretary of the Company, dated the Closing Date, certifying that the conditions of this Section 8.12 have been satisfied.
Shareholder Consents. Each Shareholder, by this Agreement, with respect to those Shares and Preferred Shares that such Shareholder owns of record, does hereby agree, so long as this Agreement shall remain in effect, to vote each of such Shares and Preferred Shares and to execute any consent, certificate or other document that the DGCL may permit or require, (a) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (b) against any proposal for any recapitalization, merger, sale of assets, or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Merger Agreement not being fulfilled or which could adversely affect the ability of the Company to consummate the Merger and the other transactions contemplated by the Merger Agreement, and (c) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Shareholder further agrees to cause the record holder of any Shares and Preferred Shares owned by such Shareholder beneficially but not of record to execute a consent or vote in accordance with the foregoing.
Shareholder Consents. The Company shall have received all requisite shareholder consents approving this Agreement and the transactions contemplated hereunder, and to the extent that shareholders of the Company take action to approve this Agreement and the transactions contemplated hereby by less than unanimous written consent, the Company shall have given notice to all non-consenting shareholders, as required by the Washington Act.
Shareholder Consents. (a) The Company shall use commercially reasonable efforts to take all action necessary in accordance with this Agreement, the Companies Act and the Amended and Restated M&A, to obtain the Written Resolution. The Company’s obligation to use commercially reasonable efforts to obtain the Written Resolution pursuant to this Section 7.10 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the withholding, withdrawal, amendment or modification by the Company’s board of directors of its unanimous recommendation to the holders of Company Ordinary Shares in favor of the adoption of this Agreement and the approval of the Merger. Upon obtaining the Written Resolution, as applicable, the Company shall promptly deliver copies of the executed Written Consent or other documents evidencing the obtainment of the Written Resolution to Parent.
