Board and Stockholder Resolutions Sample Clauses

Board and Stockholder Resolutions. Oak and Pixel shall have received resolutions of the Board of Directors of XLI approving this Agreement and the transactions contemplated herein and resolutions of XLI's Stockholders approving this Agreement, the Merger and appointing the Stockholder Representatives, certified by the Secretary of XLI.
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Board and Stockholder Resolutions. The Board of Directors and stockholders of the Company shall have adopted resolutions authorizing and approving the Restated Certificate and all matters in connection with the Transaction Agreements and the transactions contemplated therein, including the election of a Board of Directors, effective as of the Closing, consisting of the persons designated pursuant to Section 2 of the Voting Agreement, certified by the Secretary of the Company as of the date of the Closing.
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Board and Stockholder Resolutions. Each of the Sellers shall have --------------------------------- furnished to the Buyer a copy of the resolutions duly adopted by the Board of Directors and the stockholders of such party authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an authorized officer of such party as of the Closing Date.
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Board and Stockholder Resolutions. Copies, certified by the secretary of the Company, of resolutions adopted by the board of directors and the stockholders of the Company approving the transactions contemplated by this Agreement, including the spin-off documents referred to in Section 4.1(e).
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Board and Stockholder Resolutions. Copies of resolutions of the --------------------------------- Board of Directors and Stockholders of each Company, each certified by such Company's Secretary as being complete and correct as of the Payment Date and satisfactory in form and substance to the Acquisition Sub, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and the acts of the officers and employees of such Company in carrying out the terms and provisions hereof;
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Board and Stockholder Resolutions. The Company shall have delivered to the Purchaser copies (certified by an authorized officer of the Company) of the resolutions of the Board of Directors and (if required) stockholders of the Company authorizing the execution, delivery and consummation by the Company of this Agreement and the other Transaction Documents to which it is a party.
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Related to Board and Stockholder Resolutions

  • Board and Stockholder Approval The Company represents that this Agreement has been approved by the Company’s board of directors and stockholders.

  • Board and Shareholder Approval The Board of Directors and shareholders of the Company shall have approved the transactions contemplated herein.

  • No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders No director, officer, employee, incorporator, member or stockholder of the Company or the Parent, as such, will have any liability for any obligations of the Company or the Parent under the Notes, any Note Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • The Board of Directors AGREES TO—

  • Consent of Stockholders in Lieu of Meeting Unless otherwise provided in the certificate of incorporation or by law, any action required by law 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 (i) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by these bylaws, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. 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 writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.10.

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