Company Shareholder Consent. Each Seller, as a shareholder of the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which it is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall constitute such consent of the Sellers as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Charter, any other agreement in respect of the Company to which any Seller is a party and all applicable Laws.
Company Shareholder Consent. Seller, as the sole shareholder of the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Seller acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of the Seller as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Charter, any other agreement in respect of the Company to which the Seller is a party and all applicable Laws.
Company Shareholder Consent. Each Company Shareholder hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which the Company is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions. Each Company Shareholder acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of such Company Shareholder as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company’s Organizational Documents, the Shareholders’ Agreement, any other agreement in respect of the Company to which such Company Shareholder is a party or bound and all applicable Laws. Each of the Company Shareholders hereby waives and disapplies any and all pre-emption rights, rights of first refusal, tag along, drag along and other rights (each, howsoever described) which may have been conferred on it under the Company’s Organizational Documents, the Shareholders’ Agreement or otherwise as may affect the Transactions (other than its rights pursuant to this Agreement). Further, subject to applicable Law, the Company and the Company Shareholders hereby waive any obligations of any other Person pursuant to the Company’s Organizational Documents to the extent they relate to the Transactions.
Company Shareholder Consent. The Company shall, in accordance with its Articles of Incorporation and bylaws and the applicable requirements of the California Corporation Code, prepare and distribute a written consent of its shareholders for approval of the Charter Amendment, the Merger and this Agreement (the "Company Shareholder Consent"). The Company Shareholder Consent shall be obtained as promptly as practicable and in any event within 12 days after execution of this agreement. The Company shall ensure that the Company Shareholder Consent is obtained in compliance with all applicable Legal Requirements. The Company's obligation to obtain shareholder consent in accordance with this Section 5.2 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or other Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the board of directors of the Company with respect to the Merger.
Company Shareholder Consent. Seller, as the sole shareholder of the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Seller acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of the Seller as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Charter, any other agreement in respect of the Company to which the Seller is a party and all applicable Laws. 公司股东同意。 卖方（作为公司的唯一股东）特此批准，授权并同意公司执行和交付本协议和辅助文件，公司履行其在此及以下的义务以及公司完成交易。 卖方承认并同意，此处所规定的同意是所愿的，并构成根据公司章程、任何其他涉及公司且卖方为订约方的协议和所有适用法律可能需要的卖方同意（并且，如适用，应作为公司的书面股东决议书）。
Company Shareholder Consent. The Company Shareholder Written Consent shall be in full force and effect.
Company Shareholder Consent. Each Seller, as a shareholder of the Company, effective upon the execution and delivery of a Joinder to Purchaser, Pubco and the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents to which it is or is required to be a party or otherwise bound, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Each Seller acknowledges and agrees that the consents set forth herein are intended and shall constitute such consent of the Sellers as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Organizational Documents, any other agreement in respect of the Company to which any Seller is a party or bound and all applicable Laws.
Company Shareholder Consent. Subject to the other provisions of this Agreement, within one Business Day of the execution of this Agreement, the Company shall take all action necessary in accordance with the WBCA and its articles of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of the Company Shareholders or seek less than unanimous written consent of the Company Shareholders under WBCA 23B.07.040 to approve this Agreement and the consummation of the Merger (the “Company Shareholder Consent”). After obtaining the Company Shareholder Consent, the Company shall promptly mail the notice of taking action to Company Shareholders in accordance with the delivery requirements of the Company’s articles of incorporation and by-laws, for purposes of informing the Company Shareholders of the adoption of this Agreement and approval of the Merger and soliciting a waiver of their dissenters’ rights pursuant to the WBCA. Each of the Principal Shareholders agrees, in each case solely with respect to itself, that in any circumstance upon which a vote, consent or other approval (including by written consent) with respect to this Agreement and the transactions contemplated hereunder is sought, such Principal Shareholder shall vote (or cause to be voted) such Principal Shareholder’s Shares in favor of the adoption by the Company of this Agreement and the transactions contemplated hereunder.
Company Shareholder Consent. The provisions of this Release shall be conditional on the passing of a resolution by a majority of the shareholders of the Company approving its terms at the Emergency General Meeting of the Company to be held on or about 31 October 2005 (“the Company Shareholder Consent”).
Company Shareholder Consent. Following the execution of this Agreement and in lieu of calling a meeting of the shareholders of the Company, the Company shall provide a copy of the Company Shareholder Consent in the form attached hereto as Exhibit B, certified by the Company as a true and complete copy as included in its corporate records, to Nicolet for the purpose of approving this Agreement and the transactions contemplated hereby (including the Merger and Bank Merger); provided, that the Company shall not be required to deliver the Company Shareholder Consent to Nicolet prior to the thirtieth (30th) day after the execution of this Agreement. For purposes of this Agreement, the “Company Shareholder Approval” means the adoption and approval of this Agreement by the shareholders of the Company by the Company Shareholder Consent, in accordance with the WBCL and the Company Articles of Incorporation. The Company and the Company Board will use their reasonable best efforts to obtain from its shareholders the Company Shareholder Consent in favor of the adoption of this Agreement required by the WBCL, including by recommending that its shareholders vote in favor of this Agreement, and the Company and the Company Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote in favor of and consent to the adoption and approval of this Agreement (an “Adverse Recommendation”). However, if, prior to the time the Company Shareholder Approval is obtained, the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (a) an Acquisition Proposal constitutes a Superior Proposal and (b) it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal would result in a violation of its fiduciary duties under the WBCL, then, in submitting this Agreement to the shareholders for purposes of obtaining the Company Shareholder Consent, the Company Board may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the Company Board may not take any actions under this sentence unless it (i) gives Nicolet at least five (5) Business Days’ prior written notice of its intention to make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation and a d...
