Shareholder Consents. Except as provided on Schedule 3.3, no approval, consent, order or action of or filing with any court, administrative agency, governmental authority or other third party is required for the execution, delivery or performance by the Shareholders of this Agreement or any Shareholder Related Document other than filings related to the IPO. The execution, delivery and performance by each Shareholder of this Agreement and the Shareholder Related Documents do not violate any mortgage, indenture, contract, agreement, lease or commitment or other instrument of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder's assets or properties may be bound or affected or any law, rule or regulation applicable to such Shareholder or any court injunction, order or decree or any valid and enforceable order of any governmental agency in effect as of the date hereof having jurisdiction over such Shareholder.
Shareholder Consents. (a) The Company shall use commercially reasonable efforts to take all action necessary in accordance with this Agreement, the Company Governing Document, and the applicable Laws, to obtain the Requisite Company Shareholder Approval, if so required under Laws of the Cayman Islands, for the transactions contemplated in this Agreement. The Company’s obligation to use commercially reasonable efforts to obtain the Requisite Company Shareholder Approval pursuant to this Section 7.10 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the withholding, withdrawal, amendment or modification by Company’s board of directors of its unanimous recommendation to the holders of Company Ordinary Shares in favor of the adoption of this Agreement and the approval of the Acquisition Merger. Upon obtaining the Requisite Company Shareholder Approval, Company shall promptly deliver copies of the documents evidencing the obtainment of the Requisite Company Shareholder Approval to SPAC.
(b) If required under Law, the Company shall prepare and mail (or email) to each Company Shareholder, a notice (as it may be amended or supplemented from time to time, the “Shareholder Notice”) setting out the material terms of this Agreement. Prior to its delivery, SPAC shall be entitled to review the Shareholder Notice and Company shall take reasonable steps to reflect any comments received from SPAC or its Representatives in the Shareholder Notice, and, following its delivery, no amendment or supplement to the Shareholder Notice shall be made by the Company without the approval of SPAC. The Company shall not include in the Shareholder Notice any information with respect to SPAC or any of its Affiliates, the form and content of which information shall not have been approved by SPAC prior to such inclusion (such approval not to be unreasonably withheld, delayed or conditioned). Each of SPAC and the Company agree to direct their respective Representatives to reasonably cooperate in the preparation of the Shareholder Notice and any amendment or supplement thereto.
Shareholder Consents. Under the rules of the New York Stock Exchange, shareholder approval is required prior to listing of the Shares on the Exchange. SCHEDULE 3.4 Capitalization at June 27, 2002 (in thousands) Number of Votes, after giving effect to the Transactions ----------------------------------------- Actual Assumes Assumes Shares before Investor subscribes Full Subscription Transactions at $0.55 at $0.55 ------------- ------------------- ------------------ Convertible Preferred Stock 256 21,679 (a) 21,679 (a) Common shares outstanding (net of treasury) 64,280 64,280 64,280 Investor common shares - 63,636 (b) 23,091 (c) Non-Investor common shares - - 67,818 (d) Series C Preferred Stock - - 40,545 (e) ------- ------- Total votes 149,596 217,414 ======= ======= Investor voting percentage 57.0% 39.2%
Shareholder Consents. 4 3.4 Organization, Etc...............................................................................4 3.5 Capitalization of the Company...................................................................5 3.6
Shareholder Consents. The Company undertakes to the Council that it shall not, (save as set out in or as required by this Agreement) without the prior written consent of the Council and/or approval of the Shareholder Committee carry out any of the matters referred to in paragraph 1.2 of this Schedule 2.
Shareholder Consents. 4 3.4 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.5 Capitalization of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.6
Shareholder Consents. Whenever the affirmative vote of shareholders is required to authorize or constitute corporate action, the consent in writing to such action signed only by shareholders holding that proportion of the total voting power on the question which is required by law or by these Articles of Incorporation, whichever requirement is higher, shall be sufficient for the purpose, without necessity for a meeting of shareholders.
Shareholder Consents. 21 Section 6.7 Due Diligence..........................................................................21
Shareholder Consents. The Merger shall have been approved by the OutPost Shareholders in accordance with the Washington Business Corporation Act.
Shareholder Consents. The OutPost Shareholders shall have authorized and consented to the transactions contemplated herein.
