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. 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, the Company Stockholders receiving shares of common stock, no par value per share, of the Buyer (the "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 VI of the Merger Agreement in the manner set forth herein, (b) the appointment of the Securityholder Agents 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 Securityholder Agents 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:
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. (a) Immediately following the execution and delivery of this Agreement, the Company shall obtain the irrevocable adoption of this Agreement and approval of the Merger and the transactions contemplated hereby by the Company Stockholders pursuant to an Action by Written Consent signed by each officer of the Company, each member of the Company’s Board of Directors (and any affiliated entities) in his, her or its capacity as a Company Stockholder, and certain other Company Stockholders all of whom collectively hold at least a majority of (i) the outstanding shares of Company Capital Stock voting as a single class, and (ii) the Company Series B Preferred Stock voting as a separate class, pursuant to and in accordance with the applicable provisions of Delaware Law and the certificate of incorporation and bylaws of the Company. Such approval shall also include and constitute (A) the irrevocable approval by such Company Stockholders of the escrow and indemnification obligations set forth in Article VII and the deposit of the Escrow Amount into the Escrow Fund and (B) the appointment of Xxxx Xxxxx as the Stockholder Representative.
Consent of Company Stockholders. (a) Company will indicate its approval of the Merger by a Resolution of its Board of Directors approval of an Action by Written Consent by the Company’s majority shareholders.
Consent of Company Stockholders. 19 5.4 Reasonable Efforts; Notification.................................20
Consent of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and bylaws to solicit from its stockholders their written consent in favor of the adoption and approval of this Agreement and the approval of the Merger, and will take all other action necessary or advisable to secure the consent of its stockholders required by Delaware Law and to obtain such approvals. In connection therewith the Company shall promptly complete the preparation of a consent solicitation and otherwise comply with all legal requirements applicable to obtaining approvals by its stockholders of this Agreement and the transactions contemplated hereby. The Company shall provide Parent with sufficient opportunity to comment upon the form and substance of the solicitation statement (including any amendments or supplements thereto) prior to distributing it to the Company's stockholders and the Company shall use its reasonable best efforts to incorporate Parent's reasonable comments into the solicitation statement (including any amendments or supplements thereto) except to the extent that such comments include information that contains an untrue statement of a material fact or information that omits to state a material fact necessary in order to make the statements made therein not misleading, in light of the circumstances under which they were made.
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.
