Stockholder Actions Clause Samples

Stockholder Actions. No action shall be taken by the stockholders of the Company except at an annual or special meeting of stockholders called in accordance with the Bylaws, and no action shall be taken by the stockholders by written consent. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Company shall be given in the manner provided in the Bylaws.

Stockholder Actions. Election of Directors; Number and Composition........................................ 19 6.4

Stockholder Actions. Any determination, consent or approval of, or notice or request delivered by, or any other action of, any Stockholder shall be made by, and shall be valid and binding upon, all Stockholders, if made by Stockholders Beneficially Owning a majority of the Total Voting Power Owned by all Stockholders.

Stockholder Actions. In order to effectuate the provisions of this Section 3, the AIP Stockholder hereby agrees that when any action or vote is required to be taken pursuant to this Agreement, such Stockholder shall attend the Stockholders Meeting, in person or by proxy, or execute or cause to be executed a Written Consent to effectuate such stockholder action, as appropriate.

Stockholder Actions. 4.1 Stockholders' Representative. ---------------------------- (a) ▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇ (the "Stockholders' Representative"), for and on behalf of the Stockholders, shall have the power to take any and all actions required to be taken by the Stockholders pursuant to this Agreement, including, without limitation, the power to give and receive notices and communications, to perform this Agreement, to make claims for indemnification against AvantGo, to authorize delivery to AvantGo of shares of AvantGo Stock or other property from the Escrow Fund, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders' Representative for the accomplishment of the foregoing. The Stockholders individually shall have no power or authority to take any actions against AvantGo or otherwise pursuant to this Agreement or the Merger Agreement, and all actions of the Stockholders, whether pursuant to this Agreement or the Merger Agreement, must be taken solely by the Stockholders' Representative. In the event of the death or written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or refusal to act as Stockholders' Representative by, ▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇, the Stockholders hereby appoint ▇▇▇▇ ▇▇▇- ▇▇▇▇▇▇ to serve as the successor Stockholders' Representative hereunder. In the event of the death or written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or refusal to act as Stockholders' Representative by, ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇, the holders of a majority of the shares of AvantGo Stock constituting the Escrow Fund shall serve as the Stockholders' Representative hereunder. (b) A decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision of all Stockholders and shall be final, binding and conclusive upon each of the Stockholders, and AvantGo and the Escrow Agent may rely upon any such decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Neither AvantGo, the Escrow Agent nor the Stockholders' Representative shall have any liability of any kind to any Stockholders as a result of or arising out of any action or inaction by the Stockholders' Repre...

Stockholder Actions. On or prior to the Distribution Date, ▇▇▇▇ ▇▇▇ and HBI in their respective capacities as direct and indirect stockholders, managing members or managing partners of their respective Subsidiaries, each shall take and ratify any actions that are reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement, including all such actions necessary or desirable to approve HBI’s stock-based employee benefit plans in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NYSE.

Stockholder Actions. In the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Company's Knowledge or Parent's Knowledge (as applicable), threatened in a writing delivered to any party hereto (or any of the Subsidiaries of such party), against any party hereto or any of such party's respective Subsidiaries or any of the directors of the foregoing ("Transaction Litigation"), such party shall promptly notify the other parties in writing of such Transaction Litigation and shall keep the other parties informed on a reasonably current basis with respect to the status thereof, in each case, only to the extent that providing such information would not, in the reasonable judgment of such party, jeopardize any privilege with respect thereto regarding any such Transaction Litigation. The Company and Parent shall give each other a reasonable opportunity to participate in the defense, settlement and prosecution of any Transaction Litigation (in each case, at such party's own expense), and neither the Company nor Parent shall settle any Transaction Litigation without the prior written consent of Parent or the Company, as the case may be (such consent not to be unreasonably withheld, delayed or conditioned).

Stockholder Actions. In order to effectuate the provisions of this Article II, each of TW, C and the A Principal Stockholders hereby agrees that when any action or vote is required to be taken pursuant to this Agreement, it shall attend the Stockholders Meeting, in person or by proxy.

Stockholder Actions. Issuance of Special Preferred Stock....