Action by the Stockholders Clause Samples
The "Action by the Stockholders" clause defines how decisions requiring stockholder approval are made within a corporation. Typically, it outlines the procedures for calling meetings, the voting thresholds needed for approval, and the types of actions that must be authorized by the stockholders, such as electing directors or approving major corporate changes. This clause ensures that significant corporate actions are subject to the collective decision of the stockholders, thereby providing a clear and orderly process for governance and protecting the rights of shareholders in corporate decision-making.
Action by the Stockholders. The Company represents and warrants -------------------------- that the Stockholders have approved this Agreement, the Asset Purchase and the Transactions by written consent adopted in accordance with Applicable Law and its Organizational Documents.
Action by the Stockholders. (a) Any action to be taken by the Stockholders or either of the Companies, notices to be given by the Stockholders or either of the Companies or any matters requiring the Stockholders or either of the Companies to act or refrain from acting hereunder may be undertaken by or with the concurrence of Leon▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch person in his capacity as 89 89 representative of the Stockholders and of the Companies hereinafter, together with any successor appointee, the "Stockholder Representative") and, for all purposes, it is expressly understood and agreed that any action so taken, notice so given or other matter acted upon or refrained from shall be deemed to constitute the action of all of the Stockholders and the Companies and shall be binding on all of the Stockholders and the Companies. It is understood and agreed that Leon▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ll act as the Stockholder Representative provided, however, that in the event of the death, disability or resignation of Leon▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Stockholders shall promptly appoint a new Stockholder Representative and shall notify the Purchaser thereof. In addition, subject to subsection (c) below, the Purchaser and Norton shall be entitled irrevocably and unconditionally (i) conclusively to rely upon the direction, notice, request or other communication received from the Stockholder Representative without the need to confirm such or otherwise communicate with any Stockholder or either of the Companies, and (ii) to give any direction, notice, request or other communication to the Stockholder Representative without the need to confirm or otherwise communicate with any Stockholders or either of the Companies, and any such direction, notice, request or other communication (whether from or to the Stockholder Representative) shall be conclusive, binding and enforceable against all Stockholders and each of the Companies.
(b) The Stockholder Representative shall not be liable to the Stockholders or any third party for any action taken by the Stockholder Representative except with regard to actions involving (i) a breach of such Stockholder Representative's duty of loyalty to the Stockholders and the Companies, (ii) any acts by such Stockholder Representative not in good faith or involving a known violation of law or (iii) transactions from which such Stockholder Representative derived an improper personal benefit.
(c) The Purchaser and Norton shall be entitled to rely on any and all communications from the Stockholder Representat...
Action by the Stockholders. Any action to be taken by the Stockholders or the Company, notices to be given by the Stockholders or the Company or any matters requiring the Stockholders or the Company to act or refrain from acting hereunder may be undertaken with the concurrence of the Stockholder named in the next sentence (such Stockholder in its capacity as representative of the Stockholders and of the Company hereinafter, the "Stockholder Representative") and, for all purposes, it is expressly understood and agreed that any action so taken, notice so given or other matter acted upon or refrained from shall be deemed to constitute the action of all of the Stockholders on a joint and several basis, on the one hand, and the Company, on the other hand, and shall be binding on all of the Stockholders and the Company. It is understood and agreed that Mich▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll act as the Stockholder Representative. In addition, subject to subsection (c) below, the Purchaser and Norton shall be entitled (i) conclusively to rely upon the direction, notice, request or other communication received from the Stockholder Representative without the need to confirm such or otherwise communicate with any other Stockholders or the Company, and (ii) to give any direction, notice, request or other communication to any of the Stockholders or the Company without the need to confirm or otherwise communicate with any other Stockholders or the Company, and any such direction, notice, request or other communication (whether from or to any of the Stockholder Representative) shall be conclusive, binding and enforceable against all Stockholders and the Company.
Action by the Stockholders