Stockholder Written Consents Sample Clauses

Stockholder Written Consents. Stockholders holding shares of Company Capital Stock representing at least eighty percent (80%) of the shares of Company Capital Stock entitled to vote on the Transactions shall have executed and delivered to Parent the Stockholder Written Consents with respect to such shares and such Stockholder Written Consents shall be in full force and effect.
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Stockholder Written Consents. Promptly following the execution and delivery of this Agreement, SRA shall take use reasonable best efforts to cause each SRA Stockholder (other than the Enumerated SRA Stockholders) to execute and deliver to SRA: (a) a written consent adopting this Agreement in accordance with applicable Law; and (b) a stockholder support agreement in connection with this Agreement and the Transactions, in form and substance reasonably acceptable to SRA and CSC, pursuant to which such holder of SRA Common Stock will make representations and warranties substantially similar to those set forth in Article 6 and waive any appraisal or similar rights in connection with the Mergers. Upon execution and delivery of each such written consent and stockholder support agreement by any SRA Stockholder, SRA shall promptly deliver such written consent and stockholder support agreement to CSC and Computer Sciences GS. Providence shall, if necessary, exercise the drag-along rights that Providence has under the Stockholders Agreements, as applicable, to cause each SRA Stockholder party thereto to execute and deliver the written consents and stockholder support agreements described in the foregoing sentence.
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Stockholder Written Consents. The Company, acting through its board of directors, and subject to and according to Applicable Law, the Company Charter and the Company Bylaws, shall use commercially reasonable efforts to obtain the Stockholder Written Consents from the Specified Stockholders within twenty four (24) hours of the execution of this Agreement.
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Stockholder Written Consents. The holders of at least 50% of the outstanding shares of Company Common Stock and the holders of at least 50% of the outstanding shares of Company Preferred Stock shall have executed and delivered to the Company properly executed Stockholder Consents, pursuant to which, among other things, each such stockholder consents to the approval and adoption of this Agreement and approval of the consummation of the transactions contemplated hereby and that the consideration to be received by such, pursuant to this Agreement, will be in full satisfaction of all rights of such holders under the certificate of incorporation of the Company.
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Stockholder Written Consents. The Principal Stockholder shall have executed and delivered to Purchaser properly executed Stockholder Written Consents pursuant to which, among other things, such stockholder consents to the approval and adoption of this Agreement and approval of the consummation of the transactions contemplated hereby. Principal Stockholder shall approve and adopt any payments or benefits that may not be deductible by reason of Section 280G of the Code, in a manner which meets the approval of Purchaser, and in a manner which would satisfy all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder.
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Stockholder Written Consents. The Stockholder Written Consents shall have been obtained in accordance with applicable Law and the Company Charter Documents and delivered to Parent in accordance with Section 5.2.1.
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Stockholder Written Consents. (i) The Stockholder Written Consent shall have been obtained and delivered to Purchaser no later than 7:00 a.m. Eastern time the day following the execution and delivery of this Agreement and (ii) Company Stockholders holding at least ninety percent (90.0%) of the issued and outstanding Company Stock shall have executed a written consent adopting and approving this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL (the “Second Stockholder Written Consent”), and the Second Stockholder Written Consent shall have been delivered to Purchaser no later than twenty (20) days after the date of this Agreement;
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Stockholder Written Consents 
Sample 1

Related to Stockholder Written Consents

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Written Consents Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by at least two (2) Directors. Such consents shall be filed with the minutes of the proceedings of the Board.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • Securityholder Action by Written Consent Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing.

  • Holder Action by Written Consent Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders holding at least a Majority in Liquidation Amount of all Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

  • 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.

  • Action by Written Consent Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Written Consent Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

  • Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.

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