Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. (a) By its execution of this Agreement, each Stockholder, in its capacity as a stockholder of the Company, hereby approves this Agreement and authorizes the Company and its directors and officers to take all actions necessary for the consummation of the Mergers and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution and approval shall be irrevocable by each Stockholder.
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the applicable Eligible Market, the DGCL, this Certificate of Designations or otherwise with respect to the Preferred Shares may be effected by written consent of the Required Holders or at a duly called meeting of the Company’s stockholders, all in accordance with the applicable rules and regulations of the applicable Eligible Market and the DGCL. This provision is intended to comply with respect to the Preferred Shares with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. Subject to any contrary provision in the Company's Certificate of Incorporation, as amended or Bylaws, as amended, any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the DGCL, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. The Trustee shall vote the Trustee Shares as follows:
Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the TBOC, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the TBOC. This provision is intended to comply with the applicable sections of the TBOC permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.
Stockholder Matters. Section 5.2 Access and Information Section 5.3 Conduct of Business by the Company
Stockholder Matters. After the Closing, Empress hereby agrees not to declare or otherwise pay any dividend or distribution to its Stockholders with respect to any portion of the Merger Consideration unless and until holders of at least 100% of the outstanding stock of Empress have entered into the following agreements: (a) a Stockholder Indemnification Agreement, in a form to be reasonably satisfactory to the Buyers and the Stockholders in their reasonable discretion, pursuant to which the Stockholders will agree, severally based on the pro rata interest of the Stockholders in the Merger Consideration, to indemnify and hold harmless the Buyers and their Affiliates from and against any liability or obligation arising in connection with any lawsuit by any Stockholder against the Buyers, their Affiliates or another Stockholder related to this Agreement or the transactions contemplated hereby, except if such lawsuit is made in accordance with the provisions of this Agreement to enforce Empress' rights under this Agreement; and (b) the Tax Indemnification Agreement.
Stockholder Matters. Each of the stockholders and warrantholders of PSI set forth on Schedule I attached hereto shall have executed this Agreement or an instrument of joinder; provided that this condition shall be deemed satisfied so long as stockholders owning at least 98% of the PSI Shares of each class shall have done so. IVAX shall have received “affiliate letters” from any person or entity from whom such letters are appropriate under applicable Law. Each of GEI III, GEI Side III and any other affiliate of LGP acquiring IVAX Common Stock shall have executed and delivered “standstill agreements” in the form attached hereto as Exhibit D.
Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and Lim, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLC, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLC, its respective directors, managers and officers to take all actions necessary for the consummation of the Business Combination and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate Laws.
