Shareholder Written Consent Sample Clauses

Shareholder Written Consent. Unless already approved by the shareholders prior to the closing, uKarma put forth, and have its board of directors recommend, a proposal to the shareholders to amend uKarma’s charter in order to change the corporation’s name to “Innolog Holdings Corporation” and to increase its authorized number of shares of preferred stock from 20 million to 50 million, to increase its authorized number of shares of common stock to 200 million and to amend its Bylaws as designated by Innolog. Innolog shall reimburse uKarma for all applicable filing fees and pay Xxxxxxxxxx & Xxxxx legal fees in connection with such actions at Closing.
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Shareholder Written Consent. The Company and Buyer shall have received a duly executed Shareholder Written Consent no later than 11:59 p.m. Central Time on the day after the date of this Agreement.
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Shareholder Written Consent. Within one (1) Business Day following the execution and delivery of this Agreement, the Sellers who are party hereto shall execute and deliver to the Company and Parent an irrevocable written consent of shareholders in the form of Annex I hereto evidencing the approval and adoption of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, which written consent shall constitute the Requisite Shareholder Approval. The Company and each Seller hereby waive any and all transfer restrictions, co-sale rights, rights of first offer or refusal, rights or requirements of notice, or other provisions, if any, in each case under each Governing Document of the Company that would conflict with, impede or prevent this Agreement or the transactions contemplated hereby. In accordance with Section 23B.07.040(3)(a) of Washington Law, the Company shall deliver, or shall have delivered, notice to all Shareholders that shareholder consents are being sought under Section 23B.07.040(1)(a) of Washington Law. In accordance with Section 23B.07.040(3)(b) of Washington Law, promptly after delivery of the irrevocable written consent of shareholders as contemplated by this Section 7.16, the Company shall deliver notice that sufficient shareholder consents have been executed to deliver the Requisite Shareholder Approval to all Shareholders. The Company shall provide Parent a reasonable opportunity to review and comment on the notices required by Section 23B.07.040(3) of Washington Law and shall consider such comments in good faith.
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Shareholder Written Consent. “Shareholder Written Consent” shall have the meaning specified in the Recitals of this Agreement. QB\136339.00047\18274478.12
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Shareholder Written Consent. The Company shall take all commercially reasonable steps to ensure that the shareholders of the Company adopt and approve this Agreement and the transactions contemplated hereby by written consent, in accordance with Applicable Laws and the Company's articles of incorporation and bylaws, on the date, and immediately after the execution, hereof (the "SHAREHOLDER APPROVAL").
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Shareholder Written Consent. The Company shall have delivered Shareholder Written Consent and Irrevocable Proxies representing the Requisite Shareholder Approval.
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Shareholder Written Consent. Unless already approved by the shareholders prior to the closing, uKarma put forth, and have its board of directors recommend, a proposal to the shareholders to amend uKarma’s charter in order to change the corporation’s name to “Xxxxx Capital Corporation” and to increase its authorized but reserved number of shares of preferred stock from 20 million to 50 million.
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Shareholder Written Consent. Unless already approved by the shareholders prior to the closing, VNUN put forth, and have its board of directors recommend, a proposal to the shareholders to amend VNUN’s charter in order to change the corporation’s name to “Avasoft Corporation.”
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Shareholder Written Consent. If requested by HSR prior to closing, RDDI shall put forth, and have its board of directors recommend, a proposal to the shareholders to amend RDDI’s charter in order to change the corporation’s name to a name designated by HSR.
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Related to Shareholder Written Consent

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Written Consent Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • ACTIONS BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voting. A facsimile or similar electronic reproduction of a writing signed by a Member will be regarded as signed by the Member.

  • Securityholder Action by Written Consent Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing.

  • Holder Action by Written Consent Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders holding at least a Majority in Liquidation Amount of all Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

  • Action by Written Consent Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Written Consents Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by at least two (2) Directors. Such consents shall be filed with the minutes of the proceedings of the Board.

  • 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. (b) The Board of Directors of the Company shall unanimously recommend such approval and shall use all reasonable efforts to solicit and obtain such approval; provided, however, that the Board of Directors of the Company may at any time prior to approval of the Stockholders (i) decline to make, withdraw, modify or change any recommendation or declaration regarding this Agreement or the Merger or (ii) recommend and declare advisable any other offer or proposal, to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any action referred to in the foregoing proviso. (c) Pursuant to the DCGL, at any time before the certificate of merger is filed with the Secretary of State of the State of Delaware, including any time after the Merger is authorized by the Stockholders, the Merger may be abandoned and this Agreement may be terminated in accordance with the terms hereof, without further action by the Stockholders.

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