Stockholder Consents. The Placement Agent shall have received copies of such duly executed waivers and consents from the holders of the Company’s and Newco’s outstanding securities as counsel to the Placement Agent deems necessary or important for completion of the Placements
Stockholder Consents. (A) Prior to the date on which the stockholders party to the Stockholders’ Agreement (collectively, the “Principal Stockholders”) and their respective Affiliates (as such term is defined in Section 10.2) no longer collectively beneficially own a majority of the outstanding shares of Common Stock (the “Trigger Date”), any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consent or consents are delivered to the Corporation.
(B) On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent of such stockholders.
Stockholder Consents. Seller has determined to obtain the vote of a majority of the holders of Seller Common Stock (the “Requisite Stockholder Approval”) to adopt this Agreement and approve the Asset Purchase. Except as provided in the preceding sentence, no other action or approval on the part of the holders of any of Seller’s securities is required in order to validly approve and adopt this Agreement and approve the Asset Purchase.
Stockholder Consents. The Company shall (a) promptly prepare all necessary materials relating to the Stockholders consents to the Merger and the other transactions contemplated by this Agreement, (b) use its commercially reasonable efforts to promptly obtain such consents, and (c) otherwise comply with all legal requirements applicable to obtaining such consents.
Stockholder Consents. Concurrently with the execution of this Agreement, the Investors shall execute and deliver to the Company a stockholder consent (or consents) in lieu of a special meeting of the stockholders of the Company (the “Stockholder Consents”) to vote or cause to be voted all of the shares of Common Stock, Series B Preferred Stock and Series C Preferred Stock held by the Investors or their affiliates (in a vote of the Common Stock, Series B Preferred Stock and Series C Preferred Stock voting together as a single class) and to vote or cause to be voted all of the shares of the Series D Preferred Stock in a class vote in favor of the approval of the Preferred Stock Amendment.
Stockholder Consents. The Company shall use its commercially reasonable efforts to obtain from each Company Stockholder (i) such Company Stockholder’s irrevocable written consents to the First Merger, (ii) representations of such Company Stockholder in the form previously provided by Parent with respect to the investment decision made in connection with the First Merger and (iii) a waiver of such Company Stockholder’s right to appraisal of his or her shares under Section 262 of the DGCL or Section 92A.380 of the NRS, as applicable.
Stockholder Consents. Seller has determined to obtain the vote of the holders of a majority of Seller Common Stock (the “Requisite Stockholder Approval”) to adopt this Agreement and approve the Asset Purchase. Except as provided in the preceding sentence, no other action or approval on the part of the holders of any of Seller’s securities is required in order to validly approve and adopt this Agreement and approve the Asset Purchase.”
7. Section 5.11 (h) of the Agreement is hereby amended to insert “(i)” at the beginning of the first paragraph thereof and the following after the end of such paragraph:
Stockholder Consents. (a) On or before 5:00 p.m., Central Standard Time (“CST”), on November 9, 2007, Parent shall deliver to the Company (i) a copy of each signed stockholder consent form comprising the Parent Stockholder Consent (as evidenced by the signatures of the record holders of a majority of the outstanding shares of Parent Common Stock), (ii) a copy of the signed Merger Sub Stockholder Consent (as evidenced by the signature on a stockholder consent form of Parent as the record holder of 100% of the Merger Sub Common Stock), and (iii) a certificate, executed on behalf of Parent by the corporate secretary of Parent, stating that with respect to the Parent Stockholder Consent (y) the enclosed consents have been signed by the record holders of not less than 51% of the outstanding shares of Parent Common Stock, and (z) no stockholder signing such consent provided written notice to the Company of rescission or revocation of such consent prior to the time signed stockholder consents were received from the record holders of a majority of the outstanding shares of Parent Common Stock.
(b) On or before 5:00 p.m., CST, on November 9, 2007, the Company shall deliver to Parent (i) a copy of each signed stockholder consent form comprising the Company Stockholder Consent (as evidenced by the signatures on one or more stockholder consent forms of the record holders of not less than 80% of the outstanding shares of Company Common Stock and not less than 95% of the outstanding shares of Company Preferred Stock, in each case voting as a separate class), and (ii) a certificate, executed on behalf of the Company by the corporate secretary of the Company, stating that (A) the enclosed stockholder consents were duly obtained, (B) the enclosed stockholder consents have been signed by the record holders of not less than 80% of the outstanding shares of Company Common Stock and not less than 95% of the outstanding shares of Company Preferred Stock entitled to vote with respect to the adoption of the Merger Agreement, and (C) no stockholder signing such consent provided written notice to the Company of rescission or revocation of such consent prior to the time signed stockholder consents were received from the record holders of a majority of the outstanding shares of Company Common Stock and from the record holders of a majority of the outstanding shares of Company Preferred Stock, in each case voting as a separate class.
(c) As soon as is reasonably practicable after the date the certificate d...
Stockholder Consents. Following the date that a written consent evidencing the Company Stockholder Approval is delivered to Parent, the Company shall use its reasonable best efforts to obtain (and deliver to Parent) consents from each holder of shares of Company Capital Stock who did not execute such written consent evidencing the Company Stockholder Approval, evidencing such holder’s waiver of all appraisal rights under Section 262 of the DGCL and such holder’s approval of the provisions of Section 9.12 (Stockholder Representative) as it relates to such holder. The Company shall send such notices and information to the holders of Company Capital Stock as may be required under its Constituent Documents and applicable Law and shall provide drafts of such materials to Parent and Buyer with a reasonable opportunity prior to the expected mailing or distribution date for Parent’s and Buyer’s review and comment and the Company’s acceptance of reasonable comments from Parent or Buyer shall not be unreasonably withheld.
Stockholder Consents. Other than the approval of the holders of at least a majority of the issued and outstanding Common Stock of the Seller and a majority of the issued and outstanding Preferred Stock of the Seller, no other action, approval, vote or consent of any of the holders of the Seller’s securities is required under the articles of incorporation or bylaws of the Seller or any applicable law to consummate this Agreement, the other Transaction Documents or any of the transactions contemplated hereby or thereby.
