Stockholder Consents Sample Clauses

Stockholder Consents. Concurrently with the execution of this Agreement, the Investors shall execute and deliver to the Company a stockholder consent (or consents) in lieu of a special meeting of the stockholders of the Company (the “Stockholder Consents”) to vote or cause to be voted all of the shares of Common Stock, Series B Preferred Stock and Series C Preferred Stock held by the Investors or their affiliates (in a vote of the Common Stock, Series B Preferred Stock and Series C Preferred Stock voting together as a single class) and to vote or cause to be voted all of the shares of the Series D Preferred Stock in a class vote in favor of the approval of the Preferred Stock Amendment.

Stockholder Consents. Seller has determined to obtain the vote of a majority of the holders of Seller Common Stock (the “Requisite Stockholder Approval”) to adopt this Agreement and approve the Asset Purchase. Except as provided in the preceding sentence, no other action or approval on the part of the holders of any of Seller’s securities is required in order to validly approve and adopt this Agreement and approve the Asset Purchase.

Stockholder Consents. The Company shall (a) promptly prepare all necessary materials relating to the Stockholders consents to the Merger and the other transactions contemplated by this Agreement, (b) use its commercially reasonable efforts to promptly obtain such consents, and (c) otherwise comply with all legal requirements applicable to obtaining such consents.

Stockholder Consents. (A) Prior to the date on which the stockholders party to the Stockholders’ Agreement (collectively, the “Principal Stockholders”) and their respective Affiliates (as such term is defined in Section 10.2) no longer collectively beneficially own a majority of the outstanding shares of Common Stock (the “Trigger Date”), any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consent or consents are delivered to the Corporation. (B) On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent of such stockholders.

Stockholder Consents. The Company shall use its commercially reasonable efforts to obtain from each Company Stockholder (i) such Company Stockholder's irrevocable written consents to the Merger, (ii) representations of such Company Stockholder in the form previously provided by Parent with respect to the investment decision made in connection with the Merger and (iii)

Stockholder Consents. Seller has determined to obtain the vote of the holders of a majority of Seller Common Stock (the “Requisite Stockholder Approval”) to adopt this Agreement and approve the Asset Purchase. Except as provided in the preceding sentence, no other action or approval on the part of the holders of any of Seller’s securities is required in order to validly approve and adopt this Agreement and approve the Asset Purchase.” 7. Section 5.11(h) of the Agreement is hereby amended to insert “(i)” at the beginning of the first paragraph thereof and the following after the end of such paragraph:

Stockholder Consents. Immediately following the execution of this Agreement, the Company shall deliver to Parent: (A) (i) with respect to each of the Company Stockholders identified on Schedule 6.1 (the “Consenting Stockholders”), a written consent in his, her or its capacity as the holder of all of such Consenting Stockholder’s shares of Company Stock, in favor of causing the automatic conversion into Company Common Stock of all outstanding shares of Company Preferred Stock and adopting and approving this Agreement and the Merger in accordance with the MBCA, the Company’s Articles of Organization and by-laws (together, the “Company Charter Documents”) and all other applicable Legal Requirements (each, a “Merger Consent”) in the form of Exhibit C hereto and (ii) an indemnification and release agreement in favor of the Parent Indemnified Parties (as defined below) in the form of Exhibit D hereto (each, an “Indemnification Agreement” and together with the Merger Consent, the “Stockholder Consent”); and (B) a certificate executed on behalf of the Company by one of its authorized officers and certifying that the Requisite Approvals have been obtained in accordance with the MBCA, the Company Charter Documents and other applicable Legal Requirements (the “Requisite Approval Certificate”) in the form attached hereto as Exhibit E.

Stockholder Consents. Immediately following the execution of this Agreement, the Stockholders shall execute and deliver to the Companies duly executed and valid written consents (the “Stockholder Consents”) adopting this Agreement and approving the Mergers and the other transactions set forth herein.

Stockholder Consents. Each Stockholder, except those Stockholders who have perfected their rights as dissenting stockholders pursuant to the GCL, shall have signed and delivered a copy of Annex A to PC411 agreeing to be bound by the terms of Article VII hereof.