Stockholders Consents Sample Clauses

Stockholders Consents. (a) Immediately following the execution of this Agreement, the Company shall use its reasonable best efforts to deliver to Parent a true, correct and complete copy of the Stockholder Consent, evidencing the adoption of this Agreement and approval of the Merger by the Requisite Stockholder Vote.
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Stockholders Consents. No consent or approval of the stockholders of either or both of Compu-DAWN xxx GPC is required or necessary for such parties to enter into this Agreement or to consummate the transactions contemplated hereby. If any such stockholder consent shall have been required, written proof thereof shall be delivered to GEOWORKS immediately prior to the Effective Date.
Sample 1
Stockholders Consents. Each Stockholder that holds shares representing 3% or more of the outstanding shares of any class or series of Company Capital Stock (but, in the aggregate, in no event less than 90% of the outstanding shares of each applicable class or series of Company Capital Stock) has executed and delivered in the Voting Agreement, in accordance with Section 228 of the DGCL, the Stockholder Consents. The Stockholder Consents shall be sufficient to approve the Merger and are irrevocable with respect to all shares of Company Capital Stock that are owned beneficially or of record by such Stockholders or as to which they have, directly or indirectly, the right to vote or direct the voting.
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Stockholders Consents. The Stockholder Consents shall have been obtained and shall be effective for the adoption of this Agreement by the Stockholders.
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Stockholders Consents. Each of Acquisition Sub and Nemus shall take all action necessary, in accordance with the California Corporations Code, and their respective Articles of Incorporation and bylaws, to obtain the written consent of its stockholders as promptly as practicable to the adoption and approval of this Agreement and the transactions contemplated hereby.
Sample 1
Stockholders Consents. Simultaneously with the execution of this Agreement, USL, as the sole stockholder of Romic, Parallel Kentucky and Parallel California, is executing documents consenting to the Romic Merger and each of the Parallel Mergers. Execution of those consents will not affect the rights of USL, contained elsewhere in this Agreement, to terminate this Agreement under some circumstances without carrying out any of the Mergers.
Sample 1
Stockholders Consents. Simultaneously with the execution of this Agreement, USL, as the sole stockholder of MBO and LP, is executing documents consenting to the sale by each of MBO and LP to the sale of all or substantially all its assets. Execution of those consents will not affect the rights of USL, contained elsewhere in this Agreement, to terminate this Agreement, and therefore to terminate the obligations of MBO and LP to sell the general partner and limited partner interests in the Partnership, under some circumstances.
Sample 1
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Related to Stockholders Consents

  • Stockholders Consent No consent or approval of the stockholders of the Company is required or necessary for the Company to enter into this Agreement or to consummate the transactions contemplated hereby and thereby.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Conflicts; Consents The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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