Consent to Sale of Company Sample Clauses

Consent to Sale of Company. If the Board or the holders of a majority of the common stock then outstanding approve a Sale of the Company (an "Approved Sale"), you shall vote for, consent to, and raise no objections against the Approved Sale of the Company. If the Approved Sale is structured (i) as a merger or consolidation, you shall waive any dissenter's rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) as a sale of stock, you shall agree to sell all of your Option Shares, rights to acquire Option Shares and other shares of the Company's capital stock on the terms and conditions approved by the Persons approving such sale. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company as requested by the Board.
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Consent to Sale of Company. If the Board and the holders of a majority of the Company’s outstanding capital stock (the “Approving Holders”) approve a Sale of the Company (the “Approved Sale”), each holder of Option Shares shall participate in such Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Option Shares will waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Option Shares shall vote for, consent to, raise no objection against and agree to sell such holder’s Option Shares and surrender any Options owned by such holder on the terms and conditions approved by the Approving Holders, subject to the provisions of paragraph 17(b). Each holder of Option Shares will take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Company. To the extent practical, all costs not paid by the Company shall be paid by the stockholders of the Company on a pro rata basis.
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Consent to Sale of Company. If the Board and the holders of a majority of the Company's Common Stock then outstanding approve the sale of the Company to an independent third party (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding Common Stock) (the "Approved Sale"), you shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, reverse merger, or other transaction having the effect of a stock sale, you shall agree to sell all of your Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board and the holders of a majority of the Common Stock then outstanding. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. For purposes of this paragraph 16, an "independent third party" is any person who does not own in excess of 5% of the Company's Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Company's Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such 5% owner of the Company's Common Stock.
Sample 1
Consent to Sale of Company. Each of the Selling Shareholders hereby: (a) consents, solely in its capacity as a shareholder, to the sale of the Company pursuant to, and in accordance with, the terms of this Agreement; (b) waives all rights of first refusal and/or other restrictions on the transfer of the Shares, whether pursuant to the Company's Incorporation Documents or otherwise applicable to the transactions contemplated by this Agreement; provided that nothing herein shall limit the ability of the holders of a majority of the Series A Preferred Share Capital to effect their drag-along rights set forth in Section 6.5 of that certain Shareholders' Agreement dated October 4, 2001, and made between the shareholders named therein, Xxxxx Xxxxxx and the Company; and (c) hereby grants to the Shareholders' Agent the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement and to act for and bind such Selling Shareholder with respect to all matters relating to this Agreement and the transactions contemplated hereby, and (d) agrees that effective upon the Closing, the following agreements shall be terminated and cease to have any further force or effect: (i) that certain Share Subscription, Sale and Shareholders Agreement made between the parties named in the First Schedule and Second Schedule thereto, Xxxxx Xxxxxx and Eontec Limited, dated 4 October 2001, shall be terminated and cease to have any further force or effect; (ii) that certain Share Subscription and Shareholders Agreement dated April 14, 2000, by and among Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx Nominees Limited, Xxxxx & Company Incorporated, and Eontec Limited, with related Deed of Indemnity; (iii) that certain Supplemental Share Subscription and Shareholders Agreement, dated August 25, 1999, between Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxx and ICC Software Partners limited, ICC BES Managers Limited, Xxxx Executors and Trustee Company Limited, Eon Technologies Limited and ICC Bank PLC; (iv) that certain Share Subscription and Shareholders Agreement dated July 4, 1997 between Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxx and ICC Software Partners limited, ICC BES Managers Limited, Xxxx Executors and Trustee Company Limited, and Eon Technologies Limited; and (v) that certain Registration Rights Agreement relating to Eontec Limited dated October 19, 2001, by and among Eontec Limited and the Investors, as defined therein.
Sample 1
Consent to Sale of Company. If a Sale of the Company is approved -------------------------- by the Company and the holders of at least 67% of the Institutional Investor Stock (as that term is defined in the stock purchase agreement dated as of November 27, 1996, by and among the Company and certain investors (as amended from time to time according to its terms, the "Stock Purchase Agreement")) then ------------------------ outstanding (the "Approved Sale"), you shall consent to and raise no objections ------------- against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, you shall agree to sell all of your Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board and the holders of at least 67% of the Institutional Investor Stock then outstanding. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company.
Sample 1
Consent to Sale of Company. If the Board approves a sale of the Company which constitutes a Change of Control to an independent third party (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding Common Stock) (the “Approved Sale”) and the Approved Sale is structured as a sale of stock, Optionee shall agree to sell all of the Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board and the holders of a majority of the Common Stock then outstanding. For purposes of this paragraph 17, an “independent third party” is any person who does not own in excess of 5% of the Company’s Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Company’s Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such 5% owner of the Company’s Common Stock.
Sample 1
Consent to Sale of Company. If the Board and the holders of a majority of the Company's Common Stock (treating the Company's outstanding preferred stock as though it had been converted into Common Stock) then outstanding, approve the sale of the Company to an independent third party (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding Common Stock) (the "Approved Sale"), , in the event that the option granted hereunder can then be exercised, will consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of stock, will agree to sell, to the extent that the options granted hereunder can be exercised, all of his rights to acquire option shares on the terms and conditions approved by the Board and the holders of a majority of the Common Stock then outstanding (treating the Company's outstanding preferred stock as though it had been converted into Common Stock). will take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. For purposes of this Section 10, an "independent third party" is any person who does not own in excess of 50% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 50% owner of the Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such 50% owner of the Common Stock.
Sample 1
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Related to Consent to Sale of Company

  • Consent to Service Each party irrevocably consents to the service of process by registered or certified mail, postage prepaid, to it at its address given pursuant to Article XVIII hereof.

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • GOVERNING LAW; CONSENT TO FORUM THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE). EACH PARTY HEREBY CONSENTS AND AGREES THAT ANY FEDERAL OR STATE COURT LOCATED IN MINNEAPOLIS, MINNESOTA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY ON THE ONE HAND AND LAUNCHEQUITY ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. LAUNCHEQUITY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LAUNCHEQUITY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY ANY PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

  • Governing Law; Jurisdiction; Consent to Service of Process (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

  • Consent to Suit In the case of any dispute under or in connection with this Agreement, the Indemnitee may only bring suit against the Corporation in the Court of Chancery of the State of Delaware. The Indemnitee hereby consents to the exclusive jurisdiction and venue of the courts of the State of Delaware, and the Indemnitee hereby waives any claim the Indemnitee may have at any time as to forum non conveniens with respect to such venue. The Corporation shall have the right to institute any legal action arising out of or relating to this Agreement in any court of competent jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

  • Forum Selection and Consent to Jurisdiction ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTEE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR ANY GUARANTOR IN CONNECTION HEREWITH SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE LENDER BY ACCEPTANCE OF THIS GUARANTEE AND EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 10.2 OF THE CREDIT AGREEMENT. THE LENDER BY ACCEPTANCE OF THIS GUARANTEE AND EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE LENDER BY ACCEPTANCE OF THIS GUARANTEE OR ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE LENDER BY ACCEPTANCE OF THIS GUARANTEE AND SUCH GUARANTOR, EACH ON ITS OWN BEHALF, HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTEE.

  • Amendment to Section 12 11. Section 12.11 of the Credit Agreement is hereby amended by amending and restating such section in its entirety to read in full as follows:

  • Waiver of Notice and Demand The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

  • Amendment to Section 13 Section 13 of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Merger, and (v) the consummation of the other transactions contemplated in the Merger Agreement shall not be deemed to be a Section 13 Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 13.”

  • Forum Selection; Consent to Jurisdiction ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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