Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. (a) By his, her or its execution of this Agreement, each Stockholder, in his, her or its capacity as a stockholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of each Stockholder for purposes of Section 228 of the DGCL.
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the TBOC, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the TBOC. This provision is intended to comply with the applicable sections of the TBOC permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. Subject to any contrary provision in the Company's Certificate of Incorporation, as amended or Bylaws, as amended, any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the DGCL, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. The Trustee shall vote the Trustee Shares as follows:
Stockholder Matters. Section 5.2 Access and Information Section 5.3 Conduct of Business by the Company
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the applicable Eligible Market, the DGCL, this Certificate of Designations or otherwise with respect to the Preferred Shares may be effected by written consent of the Required Holders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the applicable Eligible Market and the DGCL. This provision is intended to comply with respect to the Preferred Shares with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. The Consent Agreement has been signed by those officers, directors and holders of the Company's Capital Stock (including the Intervenors) signatory thereto, and no action has been taken by an such party to amend, modify of rescind the Consent Agreement.
Stockholder Matters. After the Closing, Empress hereby agrees not to declare or otherwise pay any dividend or distribution to its Stockholders with respect to any portion of the Merger Consideration unless and until holders of at least 100% of the outstanding stock of Empress have entered into the following agreements: (a) a Stockholder Indemnification Agreement, in a form to be reasonably satisfactory to the Buyers and the Stockholders in their reasonable discretion, pursuant to which the Stockholders will agree, severally based on the pro rata interest of the Stockholders in the Merger Consideration, to indemnify and hold harmless the Buyers and their Affiliates from and against any liability or obligation arising in connection with any lawsuit by any Stockholder against the Buyers, their Affiliates or another Stockholder related to this Agreement or the transactions contemplated hereby, except if such lawsuit is made in accordance with the provisions of this Agreement to enforce Empress' rights under this Agreement; and (b) the Tax Indemnification Agreement.
Stockholder Matters. Any other matter submitted to a vote of the Stockholders with the exception of votes for the election or removal of directors (except as provided in Section 1.3 below).
