Consent of Stockholders. Parent’s shareholders owning more than 51% of Parent’s issued and outstanding voting securities as of May 7, 2010 consented, approved ratified and adopted (i) an amendment to Parent’s Articles of Incorporation (the “Articles of Amendment”) to (a) increase the number of shares of common stock, $0.001 par value per share (the “Common Stock”) which Parent is authorized to issue from 300,000,000 shares to 500,000,000 shares; (b) change the par value of Parent’s authorized preferred stock from $0.10 to $0.001 per share; and (c) provide for the classification of Parent’s Board of Directors and to further provide for staggered terms of service for each class of directors; and (ii) Parent’s Amended and Restated By-laws; all as more fully described in the Information Statement.
Consent of Stockholders. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or on the written consent of the holders of shares of the corporation’s capital stock having not less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.
Consent of Stockholders. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.
Consent of Stockholders. By virtue of the approval by the ----------------------- Stockholders of the Merger Agreement and the Merger, each of the Stockholders have, without any further act of any Stockholder, consented to: (a) the establishment of the Escrow Fund to secure the indemnification obligations of the Stockholders under Article VI of the Merger Agreement in the manner set forth therein, (b) the decision of the Stockholders' Representative (as defined in Section 4.1 hereof) being binding on each Stockholder with respect to the subject matter hereof, and for the purpose of taking 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 set forth in this Agreement.
Consent of Stockholders. As of the date hereof, the Company has obtained the written consent of its stockholders (as described in Section 11.13) approving this Agreement and the transactions contemplated hereby pursuant to Section 228 of the DGCL.
Consent of Stockholders. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if stockholders, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, consent in writing to such corporate action being taken; provided, that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by the NRS. Any action by consent of the stockholders pursuant to this Section 2.9 must follow the notice and timing procedures of Section 2.5 applicable to any business to be conducted at a stockholder meeting. Further, upon the request of a stockholder to conduct a consent solicitation, the Board of Directors shall adopt a resolution fixing a record date within ten (10) days of the date on which a request therefor is received, provided that such record date shall not be more than ten (10) days after the date of the adoption of such resolution.
Consent of Stockholders. As promptly as practicable after the execution and delivery of this Agreement, the Purchaser shall, in accordance with its Charter Documents and applicable Legal Requirements, provide to its respective stockholders appropriate documents (if any) in connection with the obtaining of any necessary written consents of the stockholders of the Purchaser authorizing the Transactions and waiving any advance notice provision applicable to any of the Transactions. Notwithstanding anything to the contrary contained in this Agreement, any materials submitted to the Purchaser’s stockholders in connection with the Transactions, if any, shall be subject to prior review and approval by the Seller (which approval shall not be unreasonably withheld).
Consent of Stockholders. By execution of the Investor Questionnaire, each Stockholder has (a) agreed to be bound by the indemnification obligations of the Stockholders set forth in Article [Number] of the Merger Agreement, (b) consented to the establishment of the Escrow Fund (as defined below) to secure the indemnification obligations of the Stockholders under Section [Number] of the Merger Agreement, (c) irrevocably authorized and appointed the Stockholder Representative, with full power of substitution and resubstitution, as his or her representative and true and lawful attorney-in-fact and agent, to act in his, her or its name, place and stead as contemplated by Article [Number] of the Merger Agreement and this Escrow Agreement, and to execute in his, her or its name, and on behalf of such Stockholder, this Escrow Agreement and any other agreement, certificate, instrument and document to be delivered by the Stockholders in connection with Article [Number] of the Merger Agreement and the Escrow Agreement.
Consent of Stockholders. Each Stockholder hereby consents to (i) the Amended and Restated Certificate of Designation of Series A Preferred Stock, in the form attached hereto as Exhibit C (the “Amended Certificate of Designation”) and the modifications to the rights, preferences and privileges of the Series A Preferred Stock which are effected thereby; (ii) the execution and filing of the Amended Certificate of Designation by or on behalf of the Company with the Secretary of State of the State of Delaware, once the Company has received all necessary stockholder approval for the Amended Certificate of Designation; (iii) the Series B Certificate of Designation and the rights, preferences and privileges of the Series B Preferred Stock which are created thereby; and (iv) the execution and filing of the Series B Certificate of Designation by or on behalf of the Company with the Secretary of State of the State of Delaware. Each Stockholder acknowledges and agrees that the execution and delivery of this Agreement by such Stockholder shall be treated for all purposes as a vote or action by written consent of such Stockholder in lieu of any meeting required pursuant to the Delaware General Corporation Law (“DGCL”), and hereby waives all requirements of notice pursuant to the DGCL, the Bylaws of the Company, the Certificate of Designation or otherwise, and, in the case of the Amended Certificate of Designation, each Stockholder further acknowledges and agrees that it shall vote, at a stockholders meeting called, to approve the Amended Certificate of Designation and to authorize the Company to file the Amended Certificate of Designation with the Secretary of State of the State of Delaware.
Consent of Stockholders. The Stockholders, including the Series A and Series B preferred stockholders, must approve the transaction contemplated by this Agreement and must waive or surrender any liquidation preferences, anti-dilution rights, preemptive rights, or other restrictions that would limit or impair the transaction contemplated by this Agreement. This approval must include the approval of the Series A and Series B preferred stockholders to the conversion of their shares into shares of common stock. With the prior written approval of Purchaser, Company may amend its certificate of incorporation and bylaws as necessary to give effect to such waiver or surrender of Stockholder rights.
