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 (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall,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.
Stockholder Consent. No consent or approval of the stockholders of the Company is required or necessary for the Company to enter into this Agreement or to consummate the transactions contemplated hereby and thereby.
Stockholder Consent. This Agreement and the Distribution Merger Agreement shall have been duly adopted by holders of Shares constituting the Company Requisite Vote, the Charter Amendments shall have been approved by a majority of the outstanding Class B Shares entitled to vote, and the Stock Issuance shall have been approved by holders of shares of Parent Common Stock constituting the Parent Requisite Vote.
Stockholder Consent. The Stockholder Consent shall have been obtained.
Stockholder Consent. This Agreement shall have been duly adopted by holders of Shares constituting the Company Requisite Vote.
Stockholder Consent. No action that is required or permitted to be taken by the stockholders of the Company at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders, unless the action to be effected by written consent of stockholders and the taking of such action by such written consent have expressly been approved in advance by the Board of Directors.
Stockholder Consent. FGC shall attempt to prepare as promptly as possible a proxy and file it with the U.S. Securities and Exchange Commission. FGC agrees to use its best efforts to take, in accordance with applicable law and its charter and bylaws, all action necessary to convene as soon as reasonably practicable a special meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by its stockholders for consummation of the transactions contemplated hereby (including any adjournment or postponement of the meeting). Except with the prior written approval of Purchaser, no other matters shall be submitted for the approval of FGC’s stockholders at the meeting. The Board of Directors of FGC shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its stockholders. The parties hereto acknowledge that FGC shall proceed with the Chapter 11 Case to the extent that the stockholders of FGC fail to approve this Agreement and the transactions contemplated thereby or otherwise if the FGC Board of Directors, in its good faith determination, concludes that such action is in the best interests of its constituencies. In the event that FGC has not been able to take the actions necessary to convene a special meeting of its stockholders not later than three days following Regulatory Approval, or if the FGC Board of Directors otherwise determines that proceeding with the Chapter 11 Case on an accelerated basis is in the best interest of the constituencies of FGC on a consolidated basis, then FGC shall proceed in a reasonably prompt manner with the Chapter 11 Case, shall consult with Purchaser in advance of commencing the Chapter 11 Case and shall cooperate with Purchaser to seek all required approvals of the Bankruptcy Court to consummate the transactions contemplated herein at the earliest possible date following commencement of the Chapter 11 Case.
Stockholder Consent. The Stockholder Consent is not delivered to CME within two hours of the execution of this Agreement;
Stockholder Consent. (a) GFL, acting through its Board of Directors, shall, in accordance with the NYBCL 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 GFL Stockholders. GFL shall notify each GFL Stockholder, whether or not entitled to vote, of the proposed GFL 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 GFL 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 GFL Stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the GFL Stockholders if GFL’s Board of Directors and the requisite GFL 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 GFL Stockholders to the extent permitted by the NYBCL and applicable law. If a written consent of the GFL Stockholders is obtained, at least 80% of the GFL Stockholders must approve this Agreement and the transactions contemplated thereby.
Stockholder Consent. (a) The Company shall use its reasonable best efforts to obtain, as soon as reasonably practicable after the execution of this Agreement, the written consent of each of the Company Stockholders listed on Annex B hereto pursuant to which such Company Stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby (the “Stockholder Consent”), which shall constitute the Stockholder Approval. The Stockholder Consent shall be in the form attached hereto as Exhibit C, and shall be irrevocable with respect to all shares of Company Common Stock owned beneficially or of record by the consenting Company Stockholders or as to which they have directly or indirectly, the right to vote or direct the voting thereof.
