Written Consent of Stockholders. Upon the U.S. Securities and Exchange Commission’s declaration of the effectiveness of the Registration Statement on Form S-4 filed by Parent in connection with the Merger, if at all, the Company Principal Stockholder shall deliver to Parent a written consent in favor of the adoption of the Merger Agreement and the Merger.
Written Consent of Stockholders. Upon the U.S. Securities and Exchange Commission’s declaration of the effectiveness of the Registration Statement on Form S-4 filed by Acquisition Co. in connection with the Merger, each Stockholder shall deliver to the Company (with a copy thereof concurrently delivered to Acquisition Co.) a proxy in favor of the adoption of the Merger Agreement and the Merger. Such proxy may be revoked or withdrawn if Company’s Board of Directors withdraws its recommendation of the Merger and terminates the Merger Agreement.
Written Consent of Stockholders. Any action required to be taken at any annual or special meeting of the stockholders of the Company, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law of the State of Delaware.
Written Consent of Stockholders. Not Permitted. Any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly called annual or special meeting of such holders and may not be taken by any consent in writing by such stockholders.
Written Consent of Stockholders. SECTION 9.1. Actions required or permitted to be taken by the stockholders of the Corporation at an annual or special meeting of the stockholders may be effected without a meeting by the written consent of the holders of common stock of the Corporation (a “Consent”), but only if such action is taken in accordance with the provisions of this Article IX or by the holders of any class or series of Preferred Stock issued pursuant to Article IV hereof, if the terms of such class or series of Preferred Stock expressly provide for such action by Consent.
Written Consent of Stockholders. Approval of this Agreement, the Voting Trust Agreement and the Merger Agreement and all of the transactions contemplated in connection therewith have been approved by the written consent of the stockholders of each of Parent and Stockholder in accordance with Delaware law, and no other consents or filings are required in respect of such stockholder approval, except for the filing of the Information Statement (as defined herein) described in Section 10.3. Purchaser hereby acknowledges receipt of copies of the written consents of the stockholders of each of Parent and Stockholder.
Written Consent of Stockholders. As promptly as practicable after the Stage One Closing, a majority of the Company’s stockholders (as adjusted for the transactions contemplated in Section 2.1(a)), including those Debt Holders and Purchasers referenced in Sections 2.1(a)(i) and 2.1(a)(ii), will execute an action by written consent to approve an increase to the shares of Common stock that the Company is authorized to issue from 300,000,000 to 800,000,000 (the “Consent”). At the appropriate time, the Company will file an amendment to its Articles of Incorporation, as amended, reflecting the actions approved by the Consent.
Written Consent of Stockholders. The Company will take all action necessary in accordance with applicable law and its charter documents to obtain written consent of its stockholders to approve this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval.
Written Consent of Stockholders. As of the Initial Closing Date, the Company shall have received the written consent of each of the purchasers (pursuant to the Note and Warrant Purchase Agreement dated as of February 23, 2006) to the consummation of the transactions contemplated by this Agreement and the Transaction Documents.
Written Consent of Stockholders. The written consent of the Designated Preferred Stockholders, dated as of the date of this Agreement, approving all of the transactions contemplated by this Agreement, including the Merger, shall remain in full force and effect and no Designated Preferred Stockholder shall have withdrawn, rescinded or modified such written consent.
