Stockholder Approval Matters. The Stockholder Approval Matters shall have been approved by the Stockholders of the Purchaser.
Stockholder Approval Matters. The Corporation shall as promptly as practicable, and in any event within five Business Days after the Agreement Date, provide to each Stockholder whose consent was not obtained in connection with obtaining the Stockholder Approval such notice and other information required by the Corporation Certificate of Incorporation, the Corporation Bylaws and/or the DGCL.
Stockholder Approval Matters. (a) The Company shall hold an annual or special meeting of stockholders (the “Stockholder Meeting”) for the purpose of obtaining the approval of the stockholders of the Company of an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to a number of shares of Common Stock sufficient to allow for the full exercise of the Warrants (such approval, the “Stockholder Approval”, and such amendment to the Amended and Restated Certificate of Incorporation, the “Charter Amendment”). The Company shall use its reasonable best efforts to hold the Stockholder Meeting no later than 90 days after the Closing Date (the “Stockholder Approval Deadline”). The Company shall use its reasonable best efforts to obtain the Stockholder Approval and shall cause the Board of Directors of the Company to recommend to the stockholders that they approve such matter. If, despite the Company’s reasonable best efforts, Stockholder Approval is not effected on or prior to the Stockholder Approval Deadline, the Company shall cause an additional stockholder meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained (each, a “Subsequent Stockholder Approval Deadline”). Once Stockholder Approval is obtained, the Company shall promptly (and in any event within five (5) Business Days) file a charter amendment with the Secretary of State of the State of Delaware evidencing such Stockholder Approval.
Stockholder Approval Matters. (a) The Company shall as promptly as practicable after the Stockholder Approval is obtained, and in any event within five (5) Business Days of the Agreement Date:
Stockholder Approval Matters. In the event the Exchange Offer is consummated, the Company will cause to be submitted to the holders of Common Stock, not later than the later of (the “Required Approval Date”) (A) April 5, 2007, or (B) forty-five (45) days following clearance by the Securities and Exchange Commission of the proxy statement to be used to solicit proxies for the common stockholders meeting at which such proposal will be considered, a proposal to increase the authorized number of shares of Common Stock in an amount sufficient to accommodate the conversion of all shares of Convertible Preferred Stock issued in the Exchange Offer. If the Company fails to obtain stockholder approval for the increase in the authorized Common Stock of the Company by the Required Approval Date (A) the conversion ratio of the Convertible Preferred Stock will change as set forth in the terms thereof, and (B) at the request of the holders of a majority of the Convertible Preferred Stock, the Company’s Board of Directors will approve and will submit to the Company’s stockholders for approval, authorization of a new class of common stock into which the Convertible Preferred Stock would then be convertible on a one-for-one basis. The Company will use its reasonable best efforts to respond to comments of the Securities and Exchange Commission on the proxy statement for the meeting at which the Stockholder Approval will be sought as promptly as reasonably practicable. In furtherance of the foregoing, the Company agrees that it will not add any additional proposals to the proxy statement with respect to, or permit additional matters to be considered at the meeting at which the common stockholders are asked to consider and vote upon the increase in the Company’s authorized Common Stock except for (i) proposals with respect to adjournment and related matters, and (ii) a proposal with respect to a reverse stock split unless (x) Noteholders party to this Agreement that held a majority of the Subordinated Debentures held by all Noteholders consent, and (y) a majority of those members of the Board of Directors who were members of the Board of Directors as of the date of this Agreement approve any such matters and recommend them to the common stockholders for their consideration.
Stockholder Approval Matters. Viacom shall promptly Viacom International and each of their applicable Subsidiaries each shall, as a stockholder of Blockbuster, vote at the Blockbuster Inc. 2004 Annual Stockholders Meeting in favor of the amendment and restatement of Blockbuster’s certificate of incorporation and by-laws, each in substantially the form approved by the Blockbuster Board of Directors for inclusion in the proxy statement for the Blockbuster Inc. 2004 Annual Meeting of Stockholders, and to refrain from acting by written consent or otherwise to cause or support different or further amendments. Notwithstanding anything in this Agreement to the contrary, Viacom shall not effect the Exchange Offer or the Split Off unless and until the matters listed in the preceding sentence are approved by the requisite vote or consent of the Blockbuster stockholders.
