Shareholders Consents Clause Samples

Shareholders Consents. (a) The Company shall take all necessary actions to establish a record date for, give notice of, convene and hold a general meeting of its Shareholders to obtain, as promptly as possible after the execution and delivery of this Agreement, the Requisite Company Vote. In connection with the such general meeting, the Company shall deliver to Shareholders an information statement setting for the material terms of this Agreement and information Shareholders of their respective dissenter’s rights or rights of appraisal under CICA. The Company shall provide Buyer with such information statement at least three (3) Business Days to distribution to the Shareholders. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall submit to the shareholders of the Company, or the relevant Acquired Company, for execution and approval by such number of shareholders of the Company, or the relevant Acquired Company, in a manner as is required by the terms of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, any payments or benefits that may be made or provided pursuant to any Employee Benefit Plan, other Contracts or otherwise in connection with any of the transactions contemplated by this Agreement to any Person who is a “disqualified individual” (as such term is defined for purposes of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”)) and who is subject to taxation in the U.S. and that, absent such approval, would reasonably be expected to be a “parachute payment” (as such term is defined for purposes of Section 280G) that would not be deductible by reason of Section 280G or that would be subject to an excise Tax under Section 4999 of the Code (determined without regard to the exceptions contained in Section 280G(b)(4) or any corresponding provisions of any state or local Law) (together, the “280G Payments”). Any such approval shall be sought in a manner that satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations. The Company agrees that: (i) in the absence of such approval, no 280G Payments shall be made; and (ii) after execution of this Agreement, and prior to the submission to the voting shareholders of the written consent described herein and any related disclosure of the 280G Payments, the Company shall deliver to Buyer waivers, in form and substan...

Shareholders Consents. 6 3.4 Organization, Etc...............................................................................6 3.5 Capitalization of the Company...................................................................6 3.6

Shareholders 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.

Shareholders Consents. Each of the Company and T-Sub, acting through their respective Boards of Directors, shall in accordance with applicable law, obtain the written consent of the holders of a majority of its issued and outstanding shares approving this Agreement and the transactions contemplated hereby.