Stockholder Votes. Except as otherwise provided in this Agreement or as required by applicable law, any vote, approval, authorization or other action to be taken by the Stockholders shall be determined by a majority vote based on the number of Shares then owned by them.
Stockholder Votes. (a) Each Stockholder shall vote its shares of Common Stock (including any shares of Common Stock issued upon exercise of any Warrants) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders of the Corporation, and shall take all other actions necessary, to elect the Independent Directors nominated by the Board of Directors as described in Section 2.1(a) of this Amendment.
Stockholder Votes. In connection with any vote taken at any meeting of the stockholders of the Company or any action by written consent of the stockholders of the Company in lieu thereof (other than with respect to the election of Directors, which is governed by Section 2.1), each Stockholder will vote, or act by written consent with respect to, all of its Voting Securities in the manner determined by the Stockholders holding a majority of the Voting Securities held by all Stockholders at the time of such vote or action.
Stockholder Votes. (a) At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, Softbank shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company (collectively, the "Voting Stock") held of record or Beneficially Owned by Softbank in favor of the elections of the ITH Designees.
Stockholder Votes. (a) The Company shall duly take all lawful action to call, give notice of, convene and hold a stockholders meeting (the "Company Stockholders' Meeting") to obtain the Company Stockholder Approval (as hereinafter defined) as soon as practicable on a date determined in accordance with the mutual agreement of Parent and the Company for the purpose of obtaining the Company Stockholder Approval and, subject to Section 4.2, shall take all lawful action, consistent with its fiduciary duties, to solicit the Company Stockholder Approval. Subject to Section 4.2, the Board of Directors of the Company shall recommend the adoption of this Agreement by the Stockholders.
Stockholder Votes. 4 2.3 Certificate of Incorporation and By-laws.............................4 ARTICLE III TRANSFERS.........................................................5
Stockholder Votes. Each of the Stockholders agrees to vote all of its shares of Common Stock (i) following any Stockholder vote pursuant to Section 2.4(b), "FOR" any such matter receiving Special Stockholder Approval pursuant to Section 2.4(b), (ii) following any Stockholder vote pursuant to Section 2.4(b), "AGAINST" any such matter failing to receive Special Stockholder Approval in accordance with Section 2.4(b) and (iii) for each of the designees appointed to the Board pursuant to this Agreement.
Stockholder Votes. No vote of the holders of the outstanding shares of any class or series of DA’s capital stock is required by the DGCL or DA’s Articles of Incorporation or Bylaws for DA to execute and deliver this Agreement and approve the Merger and the
Stockholder Votes. Section 5.3
Stockholder Votes. So long as there has not been (i) a threatened or actual loss or termination of employment of a Key Employee, (ii) the occurrence of a Material Adverse Effect or (iii) the occurrence or likely occurrence of a default or event of default with respect to an loan facility or loan agreement of the Company or UnionTools, such Purchaser shall vote for all Stockholder proposals necessary to consummate the Transactions, including the approval of the increase in the number of authorized shares of Common Stock from 20,000,000 to 200,000,000 and an increase in the authorized number of shares of preferred stock from 1,000 to 1,000,000, the Reverse Split, Rights Offering, the Amended and Restated Certificate of Incorporation, the Long Term Incentive Plan and the increase in the number of shares of common stock issuable pursuant to the 1997 Stock Incentive Plan from 1,000,000 to 2,500,000 and an increase in the number of shares of common stock issuable pursuant to the 1997 Non-Employee Director Stock Option Plan from 500,000 to 3,000,000, and to approve the issuance of shares of the Company's common stock upon the conversion of the New Notes, the Series A Preferred Stock, and the Supplemental Note.
