Shareholders Consent Sample Clauses

Shareholders Consent. 26.1. Where this Agreement provides that any particular transaction or matter requires the consent, approval or agreement of any Shareholder, such consent, approval or agreement may be given subject to such terms and conditions as that Shareholder may impose and any breach of such terms and conditions by any Persons subject thereto shall ipso facto be deemed to be a breach of the terms of this Agreement.

Shareholders Consent. Each of the Shareholders agree to the Exchange of their Equity Interest for the Company Shares.

Shareholders Consent. Seller Parties shall have received an executed shareholder’s resolution (under the condition precedent of the Purchaser becoming the sole shareholders of the Acquired Company): (A) appointing a new statutory director to the board of the Acquiring Company, (B) accepting the resignations of the statutory director delivered pursuant to clause 7.1(i) above and (C) granting discharge to the resigning statutory director for his/its management to the extent such management appears from the annual accounts or has been otherwise brought to the attention of the general meeting of shareholders.

Shareholders Consent. 2.1 Sub.......................................

Shareholders Consent. No consent or approval of the shareholders of Acquiror is required or necessary for Acquiror to enter into this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby.

Shareholders Consent. (i) Ezlogin shall immediately after the date of 724 Solutions' receipt of an unfavorable determination in the Fairness Hearing take all action necessary in accordance with California Law and its Articles of Incorporation and Bylaws to call, give notice of, convene and hold the Ezlogin Shareholders Meeting or, if requested by 724 Solutions, to secure the written consent of its Shareholders as soon as possible, but in no event later than five (5) days, after the date of such unfavorable determination in the Fairness Hearing. Ezlogin shall consult with 724 Solutions regarding the date of the Ezlogin Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Ezlogin Shareholders Meeting without the consent of 724 Solutions. Ezlogin shall use its reasonable best efforts to solicit from Shareholders of Ezlogin proxies or consents in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of Shareholders required to effect the Merger. (ii) Without limiting the generality of the foregoing, immediately after 724 Solutions' receipt of an unfavorable determination in the Fairness Hearing, Ezlogin, in consultation with 724 Solutions, will prepare an Information Statement in compliance with the requirements under the California Corporations Code and Rule 506 under the Securities Act (the "Rule 506 Information Statement"), which shall also include an offering circular prepared by 724 Solutions, which shall comply as to form and substance in all material respects with the applicable provisions of the Securities Act, the Blue Sky Laws and all rules and regulations promulgated thereunder (the "Offering Circular," and, collectively with the Rule 506 Information Statement, the "Rule 506 Documents") to be used in connection with obtaining the approval by the Shareholders of this Agreement. Ezlogin shall not distribute the Rule 506 Documents without 724 Solutions' approval; provided, that 724 Solutions shall in no way be responsible for any of the content of the Rule 506 Documents except for the Offering Circular and content in the Rule 506 Information Statement as it pertains to and is supplied by 724 Solutions. Each of Ezlogin and 724 Solutions shall ensure that the Rule 506 Documents do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under whic...

Shareholders Consent. The Parties acknowledge the Parent has, in accordance with the applicable provisions of South Carolina law obtained the unanimous written consent of its shareholders to approve the transactions contemplated by this Agreement. Parent shall also, as soon as practicable following the execution hereof and subject to the requirements of Delaware law, as a shareholder of Subsidiary, execute a written consent approving the transactions contemplated by this Agreement. Subsidiary shall promptly thereafter send a written notice of such action to all other shareholders of Subsidiary in accordance with Delaware law.

Shareholders Consent. The Shareholders Consent was executed by -------------------- the stockholders of the Company set forth on the attached "Shareholders Consent -------------------- Schedule", each of whom owns the number of shares of Common Stock indicated next -------- to such person's name on the Shareholders Consent Schedule (the "Consenting ---------- Stockholders"), before January 27, 2000. The Consenting Stockholders ------------ collectively own a majority of the outstanding Common Stock. The disclosure provided to the Consenting Stockholders in connection with the solicitation of the Shareholders Consent did not contain a material misstatement of fact or an omission of a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading.

Shareholders Consent. To the fullest extent permitted by law, each Shareholder hereby consents to the exercise by the Board of Trustees and the Investment Manager of the powers conferred on them by this Agreement.