Stockholder Matters Sample Clauses

Stockholder Matters. (a) By its execution of this Agreement, each Stockholder, in its capacity as a stockholder of the Company, hereby approves this Agreement and authorizes the Company and its directors and officers to take all actions necessary for the consummation of the Mergers and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution and approval shall be irrevocable by each Stockholder. (b) Each Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, to consummate the transactions contemplated hereby. With respect to any Stockholder that is not an individual, the execution and delivery of this Agreement and the consummation by each Stockholder of the transactions contemplated hereby (including the Transaction Merger) have been duly and validly authorized by all necessary action on the part of such Stockholder and no other proceedings on the part of such Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each Stockholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of each Stockholder, enforceable against such Stockholders in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (c) Each Stockholder for itself only, represents and warrants as follows: (i) that its execution and delivery of this Agreement does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, indivi...

Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the TBOC, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the TBOC. This provision is intended to comply with the applicable sections of the TBOC permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the NRS, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Series A Preferred Stock may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable Sections of the NRS permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

Stockholder Matters. Subject to any contrary provision in the Company's Certificate of Incorporation, as amended or Bylaws, as amended, any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the DGCL, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

Stockholder Matters. (a) Each Stockholder for himself, herself or itself only, represents and warrants as follows: (i) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; (ii) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement; (iii) that the execution and delivery of this Agreement by such Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Exchange Act, state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Stockholder or the Company or, after the Closing, Parent, or prevent consummation of the Merger or otherwise prevent the parties hereto from performing their material obligations under this Agreement; and (iv) that he, she or it owns the Company Common Stock and Company Preferred Stock listed on Schedule 2.3(a) as being owned by him, her or it free and clear of all Liens.

Stockholder Matters. The Trustee shall vote the Trustee Shares as follows:

Stockholder Matters. (a) By his execution of this Agreement, Company Stockholder, in his capacity as a stockholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of each Stockholder for purposes of Section 302A.441, Minnesota Statutes 2006. (b) Company Stockholder represents and warrants as follows: (i) all A▇▇▇▇▇▇▇ Common Stock to be acquired by Company Stockholder pursuant to this Agreement will be acquired for his account and not with a view towards distribution; (ii) he understands that he must bear the economic risk of the investment in the A▇▇▇▇▇▇▇ Common Stock, which cannot be sold by him unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, has had both the opportunity to ask questions and receive answers from the officers and directors of A▇▇▇▇▇▇▇ and all persons acting on A▇▇▇▇▇▇▇’▇ behalf concerning the business and operations of A▇▇▇▇▇▇▇ and to obtain any additional information to the extent A▇▇▇▇▇▇▇ possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he has had access to the A▇▇▇▇▇▇▇ SEC Reports filed prior to the date of this Agreement. Company Stockholder acknowledges that (v) he is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act and (vi) he understands that the certificates representing the A▇▇▇▇▇▇▇ Common Stock to be received by him may bear a legend to the effect that the A▇▇▇▇▇▇▇ Common Stock may not be transferred except upon compliance with the registration requirements of the Securities Act (or an exemption therefrom).

Stockholder Matters. Access and Information Section 5.3 Conduct of Business by the Company

Stockholder Matters. After the Closing, Empress hereby agrees not to declare or otherwise pay any dividend or distribution to its Stockholders with respect to any portion of the Merger Consideration unless and until holders of at least 100% of the outstanding stock of Empress have entered into the following agreements: (a) a Stockholder Indemnification Agreement, in a form to be reasonably satisfactory to the Buyers and the Stockholders in their reasonable discretion, pursuant to which the Stockholders will agree, severally based on the pro rata interest of the Stockholders in the Merger Consideration, to indemnify and hold harmless the Buyers and their Affiliates from and against any liability or obligation arising in connection with any lawsuit by any Stockholder against the Buyers, their Affiliates or another Stockholder related to this Agreement or the transactions contemplated hereby, except if such lawsuit is made in accordance with the provisions of this Agreement to enforce Empress' rights under this Agreement; and (b) the Tax Indemnification Agreement.