Action of Stockholders. No action shall be taken by the stockholders except at a duly called annual or special meeting of stockholders. The stockholders may not take action by written consent.
Action of Stockholders. The Company shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly following consummation of the Offer to consider and vote upon the Merger, if a stockholder vote is required. If a stockholders' meeting is convened, the Board of Directors shall recommend that the stockholders of the Company vote to approve the Merger. Such recommendation shall not be withdrawn or adversely modified except by resolution of the Continuing Directors adopted in the exercise of applicable fiduciary duties after consultation with counsel. In the event that proxies are to be solicited from the Company's stockholders, the Company shall, if and to the extent requested by the Purchaser, use its best efforts to solicit from stockholders of the Company proxies in favor of such approval and shall take all other reasonable action necessary or, in the opinion of the Purchaser, helpful to secure a vote or consent of stockholders in favor of the Merger. At any such meeting, the Parent shall vote or cause to be voted all of the Shares then owned by the Parent, Purchaser or any subsidiary of the Parent in favor of the Merger and the Company shall vote all Shares in favor of the Merger for which proxies in the form distributed by the Company shall have been given and with respect to which no contrary direction shall have been made. Following the purchase of Shares, if any, pursuant to the Offer, Parent shall ensure that all Shares purchased pursuant to the Offer continue to be held by Parent, Purchaser, and/or a direct or indirect wholly-owned subsidiary of Parent until such time as the Merger is consummated.
Action of Stockholders. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in this Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders.
Action of Stockholders. If required by law to approve the Merger, ---------------------- the Company shall take all action necessary in accordance with the Delaware Law and its Restated Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly after the Expiration Date to consider and vote upon this Agreement. If a meeting of the Company's stockholders is to be called, the Company shall, if and to the extent requested by Purchaser, use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or which otherwise may be reasonably requested by Purchaser, to secure a vote of stockholders in favor of adoption of this Agreement, subject to the exercise of fiduciary duties by the Board of Directors under applicable law. At any such meeting, Purchaser shall vote or cause to be voted all of the Shares then owned by Purchaser or its subsidiaries in favor of adoption of this Agreement and the Company shall vote or cause to be voted all Shares with respect to which proxies in the form distributed by the Company have been given, and not voted against the adoption of this Agreement, in favor of adoption of this Agreement.
Action of Stockholders. (a) The Company shall prepare a Proxy Statement for the purpose of obtaining the approval of the transactions contemplated in this Agreement by the stockholders of the Company (the "Proxy Statement"). The Company shall submit the Proxy Statement to MemberWorks for its review and approval, which shall not be unreasonably withheld or delayed.
(b) The Company shall comply with all applicable provisions of the Georgia General Corporation Law in the preparation and distribution of the Proxy Statements. Without limiting the foregoing, the Company shall ensure that the Proxy Statement does not, as of the date on which it is distributed to Stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall not be responsible for the accuracy or completeness of any information furnished by MemberWorks in writing for inclusion in the Proxy Statement, and MemberWorks shall indemnify the Company and the Stockholders against any loss, cost, or liability that it or they may incur as a result of any material inaccuracy or untruth in any materials furnished by MemberWorks to the Company and incorporated into the Proxy Statement).
(c) The Company, acting through its Board of Directors, shall include in the Proxy Statement the recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and transactions contemplated in this Agreement, and shall otherwise use its best efforts to obtain the favorable vote thereon by shareholders owning no less than 85% of the issued and outstanding shares of stock of the Company (the "Requisite Stockholder Approval"), together with a vote approving the Long Term Incentive Plan and the payout of the obligations thereunder by the appropriate percentage of stockholders as set forth in Section 280G(b)(5)(B)(i) of the Code. MemberWorks' representatives shall be entitled to notice of, and shall be entitled to attend, any meeting called by the Company in order to vote upon the matters included in the Proxy Statement.
(d) The Stockholders each agree to (i) vote all Company Common Stock that is beneficially owned by him, her or it or for which he, she or it has voting authority, in favor of the adoption of this Agreement and the approval of the Merger and (ii) otherwise use his, her or its best efforts to obta...
Action of Stockholders. If required by law to approve the Merger, the Company shall take all action necessary in accordance with the Florida Law and its Articles of Incorporation and By-Laws to convene a meeting of its stockholders promptly after the Expiration Date to consider and vote upon this Agreement. If a meeting of the Company's stockholders is to be called, the Company shall, if and to the extent requested by Purchaser, use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or
Action of Stockholders. 37 6.13. Distributions with respect to Stock.............................................. 38 6.14.
Action of Stockholders. 9 This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of August 28, 2003, by and among Terex Corporation, a Delaware corporation (the "Company") and SDC Prague, S.R.O., a company organized under the laws of the Czech Republic ("SDC Prague").
Action of Stockholders. The Company shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders as promptly as practicable following consummation of the Offer to
Action of Stockholders. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of September 18, 2002, by and among Terex Corporation, a Delaware corporation (together with its permitted successors and assigns, the "Company"), and the Persons whose signatures appear on the execution pages of this Agreement (the "Stockholders"). This Agreement is made pursuant to the Agreement and Plan of Merger, by and among, the Company, Magic Acquisition Corp. and Genie Holdings, Inc., and the Stockholders, dated as of July 19, 2002 hereof (the "Merger Agreement"), pursuant to which the Stockholders will receive shares of Common Stock (as defined below) of the Company. The parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be bound hereby agree as follows:
