Shareholder Consents. 1.1 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 carry out any of the matters referred to in paragraph 1.2 of this Schedule 2.
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. 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.6
Shareholder Consents. 4 3.4 Organization, Etc...............................................................................4 3.5 Capitalization of the Company...................................................................5 3.6
Shareholder Consents. (a) The Parties shall have the ultimate control over the Company as its Shareholders or beneficial owners in conformity with Applicable Law. As specified in any Shareholders’ resolution duly passed or adopted at the Shareholders’ meetings, or as required by Applicable Law, certain matters shall be referred to, and passed upon, only by the Shareholders, and the actions, or the refusal to take actions, of the Board or the officers of the Company shall, in all respects and at all times, be in conformity with any such resolutions and Applicable Law. Each Shareholder shall take such actions as are reasonably necessary to cause the Directors and officers of the Company nominated by it to act in accordance with the provisions of this Section 5.10(a).
Shareholder Consents. 9.1 SEP III hereby irrevocably and unconditionally consents under the Shareholders’ Agreement (including, without limitation, under clause 6.1(a), clause 6.2(a) and paragraphs (b), (c), (g), (t), (x) and (z) of part 1 of schedule 3 to the Shareholders’ Agreement) to the entry into of this Agreement and the Transaction Documents and effecting the transactions contemplated by this Agreement and the Transaction Documents.
Shareholder Consents. Holders of at least 90% in voting power of the outstanding shares of Company Common Stock, Series D Preferred Stock and Series E Preferred Stock shall have signed and delivered Shareholder Consents to the Company and the Company shall have delivered to Parent true and accurate copies of such Shareholder Consents.
Shareholder Consents. (a) MKD BVI shall use commercially reasonable efforts to take all action necessary in accordance with this Agreement, the MKD BVI Governing Document, and the applicable BVI laws, to obtain the Requisite MKD BVI Shareholder Approval, if so required under BVI Law, for the transactions contemplated in this Agreement. MKD BVI’s obligation to use commercially reasonable efforts to obtain the Requisite MKD BVI 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 MKD BVI’s board of directors of its unanimous recommendation to the holders of MKD BVI Ordinary Shares in favor of the adoption of this Agreement and the approval of the Acquisition Merger. Upon obtaining the Requisite MKD BVI Shareholder Approval, MKD BVI shall promptly deliver copies of the documents evidencing the obtainment of the Requisite MKD BVI Shareholder Approval to SPAC.
Shareholder Consents. On or prior to the Closing, the Shareholders of the Sellers having an indirect economic ownership of at least 90% of the outstanding Partnerships Interests as of the date of the Closing shall execute and deliver to Buyer and Sellers a Joinder and Consent substantially in the form of EXHIBIT "E" attached hereto (collectively the "Shareholder Consents"), pursuant to which, among other things, such shareholders will (a) consent to the terms and conditions in this Agreement, (b) consent to the sale and transfer of the Partnership Interests and Membership Interests to Buyer and (c) join in and agree to be responsible for certain obligations of the Sellers, as specified therein;
