Approval by Stockholders of the Company Sample Clauses

Approval by Stockholders of the Company. The Company shall --------------------------------------- seek a written consent from a majority of the Stockholders of the Company approving an amendment of the Company's Certificate of Incorporation to increase the authorized capital from 16,000,000 shares of Common Stock authorized to 50,000,000 shares of Common Stock authorized;
Sample 1
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Approval by Stockholders of the Company. The Company, acting through its Board of Directors, will, in accordance with Applicable Law and its Organizational Documents, either: (i) as soon as practicable, duly call, give notice of, convene and hold a special meeting of the stockholders of the Company holding Company Common Stock on the "record date" established by the Company's Board of Directors for the purpose of adopting and approving this Agreement, the Merger and the Transactions (the "Special Meeting "), which approval shall require, by agreement of the Parties, of one-hundred percent (100%) of such Company Common Stock, and use reasonable commercial efforts to obtain the one-hundred percent (100%) approval necessary for adoption of this Agreement, the Ancillary Documents, the Merger, and the Transactions by the stockholders of the Company at or pursuant to the Special Meeting, all in accordance with the IBCA, or (ii) obtain the unanimous written consent of the stockholders of the Company holding Company Common Stock in accordance with the IBCA; provided, that the Special Meeting or the consent and the adoption and approval described herein, shall take place and be obtained respectively, as provided in Section 2.2(d) hereof.
Sample 1
Approval by Stockholders of the Company. Promptly after the date hereof, the Company will take all action necessary in accordance with Delaware Law and its certificate of incorporation and by-laws to solicit the Company Stockholder Approval of the adoption and approval of this Agreement and the Merger. The Company will use its best efforts to take all action necessary or advisable to secure such Company Stockholder Approval within two business days after the execution hereof. The Company’s obligations in this Section 6.1 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any proposal for any third party acquisition transaction described in Section 6.3. At the request of Parent from time to time, the Company shall apprise Parent of the progress of the Company toward obtaining such Company Stockholder Approval and shall provide such documentation thereof as Parent shall reasonably request. The Company shall afford Parent a reasonable opportunity to review and comment upon any written materials delivered to any stockholders of the Company under this Section 6.1. Immediately after execution of this Agreement, each Company Stockholder shall pursuant to Section 228 of Delaware Law execute and deliver to the Company and Parent the written consent of such Company Stockholder to the adoption and approval of this Agreement and the Merger.
Sample 1
Approval by Stockholders of the Company. 6.3.1 Each Principal Stockholder shall, simultaneously with the execution of this Agreement, pursuant to Section 228 of Delaware Law (and, if applicable, the California Law), execute and deliver to the Company and Parent the written consent of such Principal Stockholder to the adoption and approval of this Agreement and the Merger in form and substance satisfactory to Parent. The Company shall, simultaneously with the execution of this Agreement, cause such other Persons to so execute and deliver to the Company and Parent such written consent so that the Required Stockholder Approval shall have been obtained simultaneously with the execution of this Agreement. 6.3.2 The Company Stockholders hereby waive, on behalf of themselves and all other holders of Company Stock, compliance by the Company with any requirement to give notice of this Agreement and the Merger, including pursuant to Section 2(e) of Article IV.B. of the Certificate of Incorporation of the Company.
Sample 1

Related to Approval by Stockholders of the Company

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law. (b) The Board of Directors of the Company shall unanimously recommend such approval and shall use all reasonable efforts to solicit and obtain such approval; provided, however, that the Board of Directors of the Company may at any time prior to approval of the Stockholders (i) decline to make, withdraw, modify or change any recommendation or declaration regarding this Agreement or the Merger or (ii) recommend and declare advisable any other offer or proposal, to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any action referred to in the foregoing proviso. (c) Pursuant to the DCGL, at any time before the certificate of merger is filed with the Secretary of State of the State of Delaware, including any time after the Merger is authorized by the Stockholders, the Merger may be abandoned and this Agreement may be terminated in accordance with the terms hereof, without further action by the Stockholders.

  • Stockholder Vote Anything in this Agreement to the contrary notwithstanding, in the event that any amounts payable to Xxxxxx hereunder, alone or together with other payments that Xxxxxx has a right to receive from Bandwidth, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), then Bandwidth will reduce the amounts payable to the minimum extent necessary to avoid the payment of any excess parachute payments and to avoid Xxxxxx being subject to the excise tax imposed by Section 4999 of the Code. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section, then the reduction shall occur in the following order: (a) reduction of cash payments described in Section 3 (with such reduction being applied to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments); (b) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (c) cancellation of acceleration of vesting of equity awards not covered under (b) above. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later equity awards shall be canceled before earlier equity awards. Without limiting the foregoing, if Bandwidth is not then a public company, it will use its best efforts to secure the approval of its stockholders to exempt the excess parachute payments from the loss of corporate tax deductions imposed under Section 280G and the excise tax imposed under Section 4999. If Bandwidth becomes publicly traded, it will comply with Section 951 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act that requires public companies subject to the federal proxy rules to provide their shareholders with an advisory vote on: executive compensation; the desired frequency of say-on-pay votes; and on golden parachute arrangements, and will seek shareholder votes under Internal Revenue Code Section 162(m), and any other law, regulation or rule that requires a shareholder vote on this Agreement, or that permits a vote to preserve tax benefits or avoid tax penalties.

  • Control by Securityholders The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

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