Shareholder Consent. The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.
Shareholder Consent. It shall be a condition of Seller’s obligation to close hereunder that Seller shall have received the consent of its shareholders (the “Shareholder Consent”) to consummate the sale transaction described herein and in the Other Purchase Agreements (as defined in Section 8.3 hereof) not later than 5:00 pm on the date which is ninety (90) days after the Approval Date (the “Consent Deadline”), provided that, in the event the United States Securities and Exchange Commission (the “SEC”) notifies Seller that the SEC intends to review Seller’s proposed Proxy Statement related to the Shareholder Consent, Seller may elect to extend the Consent Deadline for up to sixty (60) days by delivering written notice of such extension to Buyer not later than the day which is five (5) days prior to the Approval Date. Notwithstanding anything contained in this Agreement, in the event Seller does not receive the Shareholder Consent and so notifies Buyer in writing prior to the Consent Deadline, the Xxxxxxx Money Deposit less the Independent Consideration shall be returned to Buyer, Seller shall reimburse Buyer for its documented out-of-pocket third-party costs and expenses incurred in connection with this Agreement and the Other Purchase Agreements and its variable, direct travel costs and expenses incurred in connection with this Agreement and the Other Purchase Agreements (the “Travel Expenses”), up to a maximum aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), this Agreement shall terminate and be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. The Travel Expenses reimbursed pursuant to this Agreement shall not in any event exceed the aggregate amount of Twenty-Five Thousand Dollars ($25,000).
Shareholder Consent. Seller shall have obtained the consent of its shareholders approving this Agreement, the Transaction Documents and the consummation of the Transaction.
Shareholder Consent. The parties hereby acknowledge and agree that the Written Consent is irrevocable and fully complies with the terms and conditions of the Charter with respect to the waiver of the requirements of the Charter, including Article IV, Section C.6 of the Charter. The Shareholder represents and warrants that such Written Consent remains in effect as of the date hereof and as of the Closing.
Shareholder Consent. The Target shall obtain, immediately following the execution and delivery of this Agreement, the Target Shareholders' consent pursuant to written consent (the "Written Consent"). Promptly following receipt of the Written Consent, the Target shall deliver a copy of such Written Consent to Parent.
Shareholder Consent. The Company shall have obtained the Shareholder Consent.
Shareholder Consent. Evidence satisfactory to the Lenders that the shareholders of the Borrower holding at least 35% of the Series B preferred stock of the Borrower have entered into a postponement agreement to postpone their rights to redeem the Series B preferred stock of Borrower until such time when all Obligations under this Agreement and the other Loan Documents have been indefeasibly paid in full or such earlier time upon the written consent of the Lenders.
Shareholder Consent. The Company shall have obtained and delivered the written consent of its shareholders owning more than 50% of the issued and outstanding shares of the Company's Common Stock (the "Shareholder Consent") to the consummation of the SGC Acquisition and the change of the Company's name to a name to be determined by the Company's Board of Directors (the "Name Change"). Section 5.12
Shareholder Consent. The Shareholder Consent shall have been delivered. Section 6.15
Shareholder Consent. The Company and the Primary Shareholders shall use their respective best efforts to obtain the Shareholder Approval, whether by written consent or at a meeting duly called for the purpose thereof, in accordance with applicable law.
