Consent of Company Stockholders. The Indemnifying Stockholders have, either by virtue of their approval of the Merger Agreement or through the execution of an instrument to such effect, consented to: (a) the establishment of this escrow to secure the Indemnifying Stockholders’ indemnification obligations under Article 6 of the Merger Agreement in the manner set forth herein, (b) the appointment of the Indemnification Representative as their representative for purposes of this Agreement and as attorney-in-fact and agent for and on behalf of each Indemnifying Stockholder, and the taking by the Indemnification Representative of any and all actions and the making of any decisions required or permitted to be taken or made by him under this Agreement and (c) all of the other terms, conditions and limitations in this Agreement.
Consent of Company Stockholders. By virtue of the Company Stockholders' approval of the Merger Agreement, the Company Stockholders receiving shares of common stock of the Buyer, $0.01 par value per share ("Buyer Common Stock") pursuant to the Merger (the "Indemnifying Stockholders") have, without any further act of any Company Stockholder, consented to: (a) the establishment of this escrow to secure the Company Stockholders' indemnification obligations under Article V of the Merger Agreement in the manner set forth herein, (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 Stockholder, 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.
Consent of Company Stockholders. Promptly following the execution and delivery of this Agreement and receipt of the Merger Consent (and in any event within two (2) Business Days after receipt of the Merger Consent), the Company shall:
(a) prepare and mail to every Pre-Closing Holder a consent solicitation and information statement in a form satisfactory to Buyer (the “Stockholder Notice”) in accordance with applicable Law, including Sections 228 and 262 of the DGCL, the CGCL, the Company Charter and the Company Bylaws (i) notifying such Company Stockholder that (A) action has been taken by less than unanimous written consent of the Company Stockholders, (B) this Agreement was duly adopted and (C) appraisal and dissenters rights are available pursuant to Section 262 of the DGCL, the CGCL and any other applicable Law of any other applicable jurisdiction, (ii) soliciting such stockholders’ execution of a Written Consent enclosed therein and (iii) enclosing a Letter of Transmittal; and
(b) duly take all other lawful actions to obtain the Requisite Stockholder Approval. Any materials other than the Stockholder Notice (including any amendments thereto) submitted to Company Stockholders in accordance with this Section 6.6 shall be subject to Buyer’s advance review and reasonable approval. Promptly following receipt of duly executed Written Consents representing the Requisite Stockholder Approval, the Company shall cause its corporate Secretary to deliver copies of such Written Consents to Buyer, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consents reflects the Requisite Stockholder Approval.
Consent of Company Stockholders. Upon approval of this Agreement by the Company Stockholders and resolution of any Claim as provided for in this Article VIII, the Company Stockholders shall be deemed to have consented to the right of Parent or any Parent Indemnified Party to collect the amount of any Damages payable to the Parent or any of the Parent Indemnified Parties in accordance with this Article VIII as and when the Parent or any of the Parent Indemnified Parties incurs or suffers such Damages.
Consent of Company Stockholders. By virtue of the Company Stockholders' approval of the Merger Agreement, and/or by their execution of Forms of Election and/or Optionee Consent Agreements, Company Stockholders set forth in Schedule I hereto, as such schedule may be amended, (the "Indemnifying Stockholders") have consented to: (a) the indemnification of the Buyer, the Company and the Subsidiaries as set forth in Article VI of the Merger Agreement; and (b) their agreement to be bound by the terms of this Escrow Agreement and to be a party hereto with the same force and effect as if they were a signatory hereto, including without limitation (i) the establishment of this escrow to secure the indemnification obligations to the Buyer under Article VI of the Merger Agreement in the manner set forth herein, and (ii) 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 Stockholder, and the taking by the PAGE 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.
Consent of Company Stockholders. Each Company Stockholder will be deemed, by virtue of their approval of the Merger, to have consented to: (i) the obligations of the Company Stockholder 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.
Consent of Company Stockholders. The Company has consented to: (a) the establishment of this escrow to secure the Company's indemnification obligations under Section 8 of the Purchase Agreement in the manner set forth herein, and (b) all of the other terms, conditions and limitations in this Escrow Agreement.
Consent of Company Stockholders. (a) Concurrently with the execution of this Agreement, the Principal Stockholders shall deliver to Parent a Company Lock-up and Voting Agreement executed by each of the Principal Stockholders. As promptly as practicable after the Form S-4 Registration Statement shall have become effective, Company shall mail the Prospectus and the Information Statement contained in such Registration Statement to Company Stockholders.
(b) Except to the extent expressly permitted by Section 6.3(c) or in connection with any termination of this Agreement permitted by its terms, neither the Board of Directors of Company nor any committee thereof shall affect any Change of Recommendation; provided, however, that the foregoing shall not prohibit the Board of Directors of Company from fulfilling its duty of candor or disclosure to its stockholders under applicable Law.
Consent of Company Stockholders. Pursuant to the Purchase Agreement, ------------------------------- the Company Stockholders have consented to (a) the establishment of this escrow to secure the Company Stockholders' indemnification obligations under Article VII of the Purchase Agreement and the post-Closing adjustment obligations under Section 1.8 of the Purchase Agreement in the manner set forth herein and (b) the appointment of the Stockholders' Representative as their representative for purposes of this Agreement and the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by him under this Agreement.
Consent of Company Stockholders. 19 5.4 Reasonable Efforts; Notification.................................20
