Actions by Stockholders. Only holders of Class A common stock shall be entitled to vote at any meeting of stockholders. However, the Corporation may hold meetings of all stockholders, from time to time, for any reason as determined by the Board of Directors. In order that the Corporation may determine the stockholders entitled to notice of any meeting, (and for Class A stockholders entitled to vote at a meeting), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining those stockholders entitled to notice of and/or to vote at a meeting shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and/or to vote at a meeting shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting. If no record date has been fixed by the Board of Directors, the record date for determining Class A stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining Class A stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Actions by Stockholders. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery to a Corporation's registered office shall be by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Actions by Stockholders. No Stockholder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this trust agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Stockholder has requested the Depositary to take or institute such action, suit or proceeding and furnished the Depositary with the funding, security and indemnity referred to in section 4.4 hereof and the Depositary shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, a Stockholder shall be entitled to take proceedings in any court of competent jurisdiction such as the Depositary might have taken; it being understood and intended that no one or more Stockholders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or under the Voting Rights except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Depositary, except only as herein provided, and in any event for the equal benefit of all Stockholders. 127 - 13 -
Actions by Stockholders. Any actions required to be taken by the Stockholders pursuant to this Article VI shall be taken with the consent of the Stockholders holding a majority of the Shares determined in accordance with each Stockholder's Pro Rata Share; provided, however, that any actions under Sections 6.1(d) or (e) shall be -------- ------- taken with consent of stockholders with a majority of the financial risk in such matters.
Actions by Stockholders. Unless otherwise provided in the Certificate of Incorporation, prior to the Conversion Date, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. From and after the Conversion Date, stockholders shall not be entitled to take actions by written consent, and all actions of stockholders must be taken at a special or annual meeting of stockholders. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 8, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery in accordance with the provisions of Section 228(d) of the Delaware General Corporation Law. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writ...
Actions by Stockholders. Any action or remedy of the Stockholders under this Agreement, including without limitation, a request for arbitration or indemnification, must be exercised jointly by the Stockholders.
Actions by Stockholders. At the Closing, Stockholders shall deliver or cause to be delivered to Buyer in form and substance acceptable to Buyer, each of the following instruments or materials, duly executed:
(a) Certificates representing the Stock accompanied by stock powers duly executed in blank and the Notes.
(b) An assignment of all of Stockholders' rights under the Ancillary Agreements.
(c) The certificate of Stockholders, dated the date of the Closing, to the effect that: (i) Stockholders are in compliance with all the terms, covenants and conditions contained in this Agreement on their part to be complied with; and (ii) all representations and warranties of Stockholders contained in this Agreement were true and correct when made and are true and correct as of the Closing date except as to changes required or contemplated by this Agreement.
(d) The opinion of counsel to Stockholders, Kirkxxxx & Xllix, reasonably satisfactory to Buyer, and subject to customary assumptions and exceptions, dated the date of the Closing, to the effect that:
(i) Stockholders have the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite action on the part of Stockholders;
(ii) Immtech is a corporation existing and in good standing under the laws of the State of Delaware;
(iii) The delivery of certificates representing the Stock accompanied by stock powers duly executed in blank will be in a form effective to vest in Buyer all of the right, title and interest of Stockholders in the Stock, free and clear of all liens, encumbrances, restrictions and claims arising prior to the Closing;
(iv) The assignment by Stockholders will be in form effective to vest in Buyer all of the right, title and interest of Stockholders in the Ancillary Agreements.
(v) The Agreement has been executed and delivered by Stockholders and (assuming the valid authorization, execution and delivery of the Agreement by Buyer) is a valid and binding agreement of the Stockholders enforceable against the Stockholders in accordance with its terms, (a) except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (b) except that the remedies of specific performance and injunctive and other forms of equitable rel...
Actions by Stockholders. 11 6.7 Public Announcements................................................... 11 6.8 Notice................................................................. 12
Actions by Stockholders. Each Stockholder agrees that it will, prior to the Recapitalization Closing, vote the Old Shares held by such Stockholder (i) to approve the Amended and Restated Certificate in the form attached hereto as Exhibit B and (ii) to approve any other actions required to be taken to consummate the Recapitalization and Stock Purchase and to consummate the transactions contemplated by the Aetna Holdings Agreement.
Actions by Stockholders. 83 9.5 Indemnification of Purchaser and Its Affiliates............84 9.6 Indemnification of Stockholders' Committee.................84
