Optionholder Consents Sample Clauses

Optionholder Consents. (a) The Company agrees to use all reasonable efforts to obtain from each UK Optionholder prior to the Closing Date a consent in writing in form reasonably satisfactory to Parent and the Major Stockholders from such UK Optionholder to the matters contemplated by Section 2.6(b) and to comply with all applicable laws in obtaining such consents.
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Optionholder Consents. The Company shall have obtained (i) from each UK Optionholder a consent in writing in form reasonably acceptable to Parent and the Major Stockholders to the matters contemplated by Section 2.6(b) and (ii) from each holder of Underwater Options the consent referred to in Section 6.6(b) in form reasonably acceptable to Parent and the Major Stockholders.
Optionholder Consents. The Sellers shall furnish the Purchaser with consents executed by each Optionholder consenting to the payment of the Optionholders Amount as contemplated hereunder; and all Options shall have been canceled.
Optionholder Consents. Optionholders holding 90% of shares of Common Stock underlying the Company Options shall have executed and delivered to the Company an Optionholder Consent Agreement.
Optionholder Consents. The Company shall use commercially reasonable efforts to cause the holders of Options to provide the consents thereof specified in Sections 4.24 and 5.13 prior to April 30, 1999.
Optionholder Consents. As of the Closing Date, BNKA shall have obtained the written consent, in form and substance reasonably satisfactory to AMRBK, of each person holding an outstanding and exercisable BNKA Option, which (i) waives the optionholder's right to exercise the BNKA Option under any agreement evidencing the BNKA Option, and (ii) consents to receive payment in lieu of exercise in accordance with Section 2.6.a.(ii).hereof from the amounts reserved and expensed in accordance with Section 3.2.k.hereof.
Optionholder Consents. Optionholders representing at least eighty percent (80%) of the Company’s outstanding Options as of the Closing Date shall have executed and delivered to the Company an Optionholder Consent Agreement.
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Optionholder Consents. Holders of Options entitled to receive, in the aggregate, at least 85% of the aggregate consideration to be paid to holders of Options pursuant to Section 2.11 (excluding any payments to such holders pursuant to Section 2.7(d), Section 2.11(d) and/or Section 9.1(b)) shall have executed Common Optionholder Consents and/or Preferred Optionholder Consents, as applicable, and such executed consents shall cover all Options held by each such executing holder.
Optionholder Consents. Subsidiary shall have obtained the written consent (in the form attached hereto as Exhibit E) of Subsidiary Optionholders representing 100% of the Unvested Options in order to amend such Subsidiary Options to allow Parent and Subsidiary to pay to such Subsidiary Optionholders after the Effective Time the cash to which such holders are entitled on the last business day of each fiscal quarter during which vesting occurs, as contemplated in Section 2.6(c)(ii) hereof.

Related to Optionholder Consents

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

  • 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.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

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

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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

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