Consent of Company Shareholders Sample Clauses

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company Stockholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V of the Merger Agreement in the manner set forth herein and therein, (b) the appointment of the Indemnification Representatives as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Shareholder, and the taking by the Indemnification Representatives of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.
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Consent of Company Shareholders. Each Company Shareholder will be deemed, by virtue of their approval of the Merger, to have consented to: (i) the obligations of the Company Shareholder under this Article, (ii) the establishment of the Escrow Fund to secure such obligations, (iii) the appointment of the Security Holder Agent as their representative for purposes of their obligations hereunder and as attorney-in-fact and agents for and on behalf of each of them, (iv) the taking by the Security Holder Agent of any and all action(s) and making of any and all decision(s) required or permitted to be taken or made by them under this Agreement or any Escrow Agreement to be entered into pursuant hereto, and (v) all of the other terms, conditions and limitation to be binding upon them pursuant to the terms of this Article.
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Consent of Company Shareholders. Company shall have obtained the consent of the requisite number of Company Shareholders to approve the Exchange.
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Consent of Company Shareholders. 44 4.5 HSR Act; Securities Law Compliance............................ 44
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Consent of Company Shareholders. (a) The Company shall take all action necessary under the Company Constituent Documents and under the CGCL to solicit, by written consent (the "Written Consent") and make best efforts to obtain the votes of all of the holders of the Company's capital stock in favor of the Merger and acknowledges that pursuant to the Voting Agreement or otherwise that the Required Company Shareholder Vote has been obtained as of the date hereof to approve the Agreement, the Merger, the Restated Articles and the Agreement of Merger. (b) As soon as practicable after the date hereof, the Company will distribute to the Company shareholders, in connection with the Written Consent, an Information Statement and related documents. The Information Statement shall include a statement to the effect that the Board of Directors of the Company unanimously recommends that the shareholders of the Company vote to approve the principal terms of the Merger and this Agreement and shall otherwise be in form and substance satisfactory to Parent.
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Consent of Company Shareholders. The Company Shareholders have, by virtue of their approval of the Merger Agreement, consented to: (a) the establishment of the Escrow Fund (as defined herein) to secure the Company Shareholders' indemnification obligations under Article VI of the Merger Agreement and the post-closing adjustment obligations under Section 1.8 and Section 1.9 of the Merger Agreement in the manner set forth herein, (b) the appointment of the Shareholders' Representative as their representative for purposes of this Agreement and as attorney-in-fact and agent for and on behalf of each Company Shareholder, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by the Shareholders' Representative under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement.
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Consent of Company Shareholders. The Company shall cause the Company Shareholder Written Consent to be executed and delivered to the Company and Parent concurrently with or immediately after the execution and delivery of this Agreement.
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Consent of Company Shareholders. The Principal Shareholders and the other Company Shareholders will be deemed, by virtue of their approval of the Merger and, in the case of the Principal Shareholders, their execution of this Agreement, to have consented to: (i) the obligations of the Company Shareholders under Section 7.2, (ii) the establishment of the Escrow Fund to secure such obligations, (iii) the appointment of the Shareholder Representative as their representative for purposes of their obligations hereunder and as attorney-in-fact and agents for and on behalf of each of them, (iv) the taking by the Shareholder Representative of any and all action(s) and the making of any and all decision(s) required or permitted to be taken or made by them under this Escrow Agreement, and (v) all of the other terms, conditions and limitation to be binding upon them pursuant to the terms of this Article 7.
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Consent of Company Shareholders. As soon as practicable following the effectiveness of the Registration Statement but in no event later than twenty (20) Business Days following the effectiveness date of the Registration Statement, the Company shall obtain and deliver to the SPAC consent of Company Shareholders, pursuant to which the equityholders of Company have agreed, among other things, to vote (whether pursuant to a duly convened meeting of the equityholders of the Company or pursuant to a resolution in writing of the equityholders of the Company) in favor of the adoption and approval of this Agreement, the Company Merger and the other documents contemplated hereby and the transactions contemplated hereby and thereby.
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Related to Consent of Company Shareholders

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

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • 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.

  • Company Shareholders Meeting (a) The Company shall take all action necessary under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Company Common Stock to consider, act upon and vote upon the approval of this Agreement and of the Merger (the "Company Shareholders' Meeting"). The Company Shareholders' Meeting will be held as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the withdrawal, amendment or modification of the recommendation of the board of directors of the Company with respect to the Merger, except as is required by applicable law. (b) Subject to Section 5.2(c): (i) the board of directors of the Company shall unanimously recommend that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the board of directors of the Company has unanimously recommended that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the board of directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Parent, the unanimous recommendation of the board of directors of the Company that the Company's shareholders vote in favor of and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the board of directors of the Company shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous. (c) Nothing in Section 5.2(b) shall prevent the board of directors of the Company from withdrawing, amending or modifying its unanimous recommendation in favor of the Merger at any time prior to the approval of this Agreement by the Required Company Shareholder Vote if (i) a Superior Offer is made to the Company and is not withdrawn, (ii) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.4, and (iii) the board of directors of the Company concludes in good faith, after consultation with its outside counsel, including discussion of applicable legal standards

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • 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.

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

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

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