Shareholders Consent definition

Shareholders Consent means the consent of the Company’s shareholders party to the Shareholders Agreement waiving the preemptive rights, related party and certain other provisions of the Shareholders Agreement necessary to permit the exchange of Notes for Shares contemplated by this Agreement.
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Shareholders Consent means the action on written consent approved by a majority of the Company's shareholders on or about January 17, 2000 approving (a) the conversion of Series C Preferred to Series D Preferred, (b) the issuance of the Common Stock issuable upon conversion of all of the shares of Preferred Stock and all of the Warrant Shares, in each case whether issued on or prior to the date hereof or in the future and (c) the amendment to Company's Restated Certificate of Incorporation as set forth in Exhibit E to the Original Purchase Agreement.
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Shareholders Consent shall have the meaning set forth in the Recitals.
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Examples of Shareholders Consent in a sentence

  • The disclosure provided to the Consenting Stockholders in connection with the solicitation of the Shareholders Consent did not contain a material misstatement of fact or an omission of a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading.

  • The Company shall comply with all of its obligations pursuant to Section 14(c) and Regulation 14C of the Securities Exchange Act in connection with the Shareholders Consent.

  • Such further number of directors may be appointed by Incorporating Shareholders Consent.

  • Each action of the Board may be carried out only with an Incorporating Shareholders Consent.

  • Such Majority Shareholder is aware of all requirements necessary to obtain the Majority Shareholders' Consents applicable to such Majority Shareholder and, to the Knowledge of the Shareholders, there is no fact, circumstance or condition that could prevent or materially delay the receipt of any Majority Shareholders' Consent.

  • Other than with an Incorporating Shareholders Consent, the quorum necessary for the transaction of business by the Board shall be two directors, one of whom must be an Investor Director and one of whom must be a News Director.

  • The Company shall file a definitive information statement for such Shareholders Consent within twenty (20) days of the Closing Date (the “Filing Date”) and mail the definitive information statement no later than thirty (30) days after the Closing Date (the “Mailing Date”).

  • An Incorporating Shareholder shall not Transfer any Common Share or any interest therein, except with an Incorporating Shareholders Consent.

  • The Shareholders shall, in accordance with the articles of incorporation and bylaws of ETI and the applicable requirements of the Rhode Island Business Corporation Act, take action by written consent as promptly as practicable to approve the Merger and this Agreement ("ETI Shareholders' Consent").

  • The Stockholders Consent was executed by the stockholders of the Company set forth on the attached "Shareholders Consent Schedule", each of whom owns the number of shares of Common Stock indicated next to such person's name on the Shareholders Consent Schedule (the "Consenting Stockholders").


More Definitions of Shareholders Consent

Shareholders Consent has the meaning set forth in Section 7.1(a).
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Related to Shareholders Consent

  • Requisite Stockholder Approval means the approval by the holders of Common Stock of the Company for the issuance of shares of Common Stock in excess of the Share Cap in accordance with the rules of The Nasdaq Stock Market LLC.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Company Shareholder Approval means the approval and adoption of this Agreement, the Cayman Plan of Merger and the Transactions (including the Merger) at the Company Shareholders’ Meeting by the Required Company Vote.

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Company Shareholders Meeting means the meeting of the Company’s shareholders (including any adjournments or postponements thereof) to be held to consider the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger.