Company Stockholder Approval; Stockholder Agreements Sample Clauses

Company Stockholder Approval; Stockholder Agreements. The Company has ---------------------------------------------------- obtained the written consent of its stockholders, in compliance with applicable law and the Company's Certificate of Incorporation and Bylaws, both as amended, approving this Agreement, the Agreement of Merger, the Merger, and related matters (such Company stockholders' written consent is hereinafter referred to as the "Company Stockholder Vote"). The Company's Board of Directors and the LSA Stockholders will not take any action whatsoever to revoke, modify, invalidate, or withdraw the Company Stockholder Vote unless the Termination Date passes and the Merger has not been consummated. Concurrently with the execution of this Agreement, each of the LSA Stockholders has executed and delivered to Interwoven a Company Stockholder Agreement in the form attached hereto as Exhibit G agreeing, among other things, to vote in favor of the Merger and --------- against any competing proposals.
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Company Stockholder Approval; Stockholder Agreements. The Company has obtained the unanimous written consent of its stockholders, in compliance with applicable law and the Company's Articles of Incorporation and Bylaws, both as amended, approving this Agreement, the Agreement of Merger, the Merger, and related matters (such Company stockholders' written consent is hereinafter referred to as the "COMPANY STOCKHOLDER VOTE"). The Company's Board of Directors and the CR Stockholders will not take any action whatsoever to revoke, modify, invalidate, or withdraw the Company Stockholder Vote. Concurrently with the execution of this Agreement, each of the CR Stockholders has executed and delivered to HNC a Company Stockholder Agreement in the form attached hereto as Exhibit I agreeing, among other things, to vote in favor of the Merger and against any competing proposals.
Company Stockholder Approval; Stockholder Agreements. The Company has obtained (and provided copies to Concur) of Company Stockholder Consents executed and delivered by Concur Stockholders holding at least 90% of the Total Company Voting Shares, which Company Stockholder Consents provide the written consent of the Company's stockholders, in compliance with applicable law and the Company's Certificate of Incorporation and Bylaws, approving this Agreement, the Merger and related matters (such Company stockholders' written consent is hereinafter referred to as the "COMPANY STOCKHOLDER VOTE"). The Company's Board of Directors will not take any action whatsoever to revoke, modify, invalidate, or withdraw the Company Stockholder Vote. The Company will seek the written consent of the other Company Stockholders (those who are not concurrently herewith executing and delivering Company Stockholder Consents) approving this Agreement, the Merger and related matters, and will provide such stockholders in connection with such consents, (a) the services of a purchaser representative meeting the requirements of Rule 501 under the 33 Act and (b) complete and accurate information regarding the Company, the Merger and Concur (to the extent the Company has such information), including all information that such stockholders or their purchaser representative may request.

Related to Company Stockholder Approval; Stockholder Agreements

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

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

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

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

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

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

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

  • 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 Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

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