Notice of Consent. Prompt notice of the taking of corporate action by stockholders without a meeting by less than unanimous written consent of the stockholders shall be given to those stockholders who have not consented thereto in writing and, who, if the action had been taken at a meeting, would have been entitled to notice of the meeting, if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as required by law. In the case of a Certificate of Action (as defined below), if the Delaware General Corporation Law so requires, such notice shall be given prior to filing of the certificate in question. If the action which is consented to requires the filing of a certificate under the Delaware General Corporation Law (the “Certificate of Action”), then if the Delaware General Corporation Law so requires, the certificate so filed shall state that written stockholder consent has been given in accordance with Section 228 of the Delaware General Corporation Law and that written notice of the taking of corporate action by stockholders without a meeting as described herein has been given as provided in such section.
Notice of Consent. Any written or other notice required by this Agreement shall be deemed delivered as follows:
Notice of Consent. As soon as practicable after the date of this Agreement, the Company shall give its stockholders notice of the approval of this Agreement and the transactions contemplated hereby, including the Merger, and notice of appraisal rights complying with Delaware Law. Such notices may accompany the Information Statement.
Notice of Consent. Upon execution and delivery to the Company of the Stockholder Consent by the holders of a majority of the outstanding shares of Company Capital Stock, the Company shall immediately provide a copy of each counterpart of the executed Stockholder Consent to Parent and, at the written direction of Parent shall, within 24 hours of the Company's receipt of Parent's instructions, either (a) file the Certificate of Merger in accordance with the DGCL assuming that all other conditions to Closing under Sections 6.1 and 6.3 are satisfied, or waived by the Company; or (b) cause the Notice to Stockholders to be mailed to the holders of record of the Company Capital Stock who did not execute the Stockholder Consent (with a record date for such notice being the date the Stockholder Consent is delivered to the Company). Such instruction shall be given in Parent's sole discretion unless the Stockholder Consent shall have been executed by holders of 95% or more of the outstanding shares of Company Capital Stock, in which case Parent shall instruct, assuming all other conditions set forth in Sections 6.1 or 6.2 are satisfied or waived, the Company to act in accordance with clause (a) of the preceding sentence; provided, that, if all such conditions set forth in Sections 6.1 or 6.2 are satisfied or waived but the funds contemplated by the financing commitment described in Section 4.6 are not available to Parent, then Parent may extend the date by which it must give such instruction to the date when such funds are available, but in no event later than May 21, 2004. In the event Parent directs the Company to file the Certificate of Merger under (a) above, the Parent will cause the Notice to Stockholders to be mailed within 10 days after the Effective Time and in accordance with the DGCL to the holders of record of the Company Capital Stock as of the Effective Time who did not execute the Stockholder Consent. 5.6
Notice of Consent. Section 5.23 Options and Warrants Exercised Between the Date Hereof and the Effective Time.
Notice of Consent. Subject to the satisfaction of the requirements of the immediately preceding sentence, and the conditions set forth in Section 4.03, the requested Subsequent Assumption shall become effective on the date specified in the notice delivered by the Borrower, and at the time of such effectiveness, (i) the Subsequent Subsidiary Borrower shall become a party to this Agreement, shall assume and succeed to the Borrower Obligations of the Assigning Borrower or such portion thereof as shall be specified in the applicable Assumption, Release and Guarantee Agreement and, as to such Borrower Obligations or portion thereof, shall thenceforth be “the Borrower” for all purposes hereof, (ii) the Assigning Borrower shall be released from its obligations as Borrower in respect of the Borrower Obligations so assumed by the Subsequent Subsidiary Borrower (but shall remain “the Borrower” in respect of any of its Borrower Obligations not assumed by the Subsequent Subsidiary Borrower) and (iii) ADI shall guarantee the Borrower Obligations so assumed by the Subsequent Subsidiary Borrower pursuant to the applicable Assumption, Release and Guarantee Agreement. For the avoidance of doubt, a Subsequent Assumption pursuant to this Section 1.06(c) may be effected by means of a merger, consolidation, liquidation or dissolution of an Assigning Borrower (other than ADI) with or into a Subsequent Subsidiary Borrower in compliance with, and subject to the requirements of, this Section 1.06(c), with the applicable Assumption, Release and Guarantee Agreement to be modified in such manner as ADI and the Administrative Agent may agree to take account of the form of such Subsequent Assumption.
Notice of Consent. The Agent shall notify Company whether the ----------------- Banks have consented to the request set forth in an Extension Request. If the Agent does not notify the Company within five (5) days after the expiration of the period for Bank responses set forth in clause (b) above, the Agent shall be deemed to have notified the Company that the Banks have not consented to the request."
Notice of Consent. When the Trustee determines that the requisite number of consents have been obtained for an amendment which requires Bondowner and Credit Facility Provider consents pursuant to this Article XIII, it shall, within ninety (90) days, file a certificate to that effect in its records and mail notice to the Bondowners affected thereby and to the Credit Facility Provider. No action or proceeding to invalidate the amendment shall be instituted or maintained unless it is commenced within sixty (60) days after such mailing. The Trustee will promptly certify to the Issuer that it has mailed such notice to all such Bondowners and such certificate will be conclusive evidence that such notice was given in the manner required hereby. A consent to an amendment may be revoked only by a written notice given by the Exhibit 4.19 Bondowner and received by the Trustee prior to the Trustee’s certification that the requisite consents have been obtained.
Notice of Consent. Prompt notice of any action taken by shareholders without a meeting by less than unanimous written consent must be given to those shareholders who did not consent in writing to the action, but advance notice is not required. Delay or failure to provide such notice shall not affect the validity of such authorization.
