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 (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall,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...
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. 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. The Stockholder Consent shall have been obtained.
Stockholder Consent. The Company shall use its reasonable best efforts to obtain and deliver to Buyer, as soon as reasonably practicable, but in no event later than 5 p.m. New York time on January 26, 2016, (i) written consents in the form attached hereto as Exhibit E in favor of the adoption and approval of this Agreement and the transactions contemplated hereby executed on behalf of stockholders that hold shares of Capital Stock constituting at least eighty percent (80%) of the outstanding shares of Capital Stock (such stockholders, the “Initial Consenting Stockholders”), which shall be sufficient to adopt and approve this Agreement and the transactions contemplated hereby as required under the Company Charter and the DGCL (the “Stockholder Consent”) and (ii) the Required Stockholder Joinders from the Initial Consenting Stockholders. As soon as reasonably practicable following receipt of the Stockholder Consent and, in any event, within five (5) Business Days thereof, the Company shall send to any holder of Capital Stock who has not provided such approval (a) notice that such approval has been obtained from the requisite stockholders as required pursuant to Section 228 of the DGCL, (b) notice of such stockholder’s appraisal rights as required pursuant to Section 262 of the DGCL, (c) the Drag-Along Notice and (d) any other information required by the DGCL or applicable securities Laws. The Company shall afford Buyer a reasonable opportunity to review and comment upon the documents described in the preceding sentence and shall in good faith consider Buyer’s comments thereto.
Stockholder Consent. JPI, New JPI and the Signing Stockholders shall deliver to CME the Stockholder Consent constituting the Required Vote within two hours of the execution of this Agreement.
Stockholder Consent. The Stockholder Consent is not delivered to CME within two hours of the execution of this Agreement;
Stockholder Consent. The Sole Stockholders shall have approved and adopted this Agreement in accordance with the MGCL and the Charter and Bylaws of the Corporation.
