Stockholders Consent. (a) As promptly as practicable but not later than 11:59 p.m. Central Time on the first Business Day following the execution and delivery of this Agreement by all Parties, the Company shall obtain the Requisite Company Vote pursuant to written consents of its Stockholders (the “Written Consent”). The materials submitted to such Stockholders in connection with the Written Consent shall include the Company Board Recommendation. Promptly following receipt of the Written Consent, the Company shall deliver a copy of such Written Consent to Parent.
(b) Promptly following, but in no event than five Business Days after, receipt of the Written Consent, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every Stockholder that did not execute the Written Consent. The Stockholder Notice shall (i) be a statement to the effect that the Company Board unanimously determined that the Second Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the Stockholders and unanimously approved and adopted this Agreement and the Transactions, including the Second Merger, (ii) provide the Stockholders to whom it is sent with notice of the actions taken in the Written Consent, including the approval and adoption of this Agreement and the Transactions, including the Second Merger, in accordance with Section 228(e) of the DGCL and the bylaws of the Company and (iii) notify such Stockholders of their dissent and appraisal rights pursuant to Section 262 of the DGCL. The Stockholder Notice shall include therewith a copy of Section 262 of Delaware Law and all such other information as Parent shall reasonably request, and shall be sufficient in form and substance to start the twenty (20) day period during which a Stockholder must demand appraisal of such Stockholder’s Common Stock as contemplated by Section 262(d)(2) of the DGCL. All materials submitted to the Stockholders in accordance with this Section 5.06(b) shall be subject to Parent’s advance review and reasonable approval.
Stockholders 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.
Stockholders Consent. The Company shall use its best efforts to obtain the unanimous approval of its Stockholders to the Merger. In seeking the approval of its Stockholders, the Company shall provide each Stockholder with the Form S-4 which shall include information as may be required by applicable law or as APP shall deem appropriate. The Board of Directors of the Company shall recommend the approval of the Merger by the Stockholders of the Company. If the Stockholders' approval is not unanimous, the Company shall give notice to the nonconsenting Stockholders of the action taken by the consenting Stockholders as may be required by applicable law.
Stockholders Consent. No consent or approval of the stockholders of Parent is required or necessary for Parent to enter into this Agreement or to consummate the transactions contemplated hereby.
Stockholders Consent. The purchase of Assets pursuant to this Agreement shall have been approved by the requisite votes of the stockholders of Buyer pursuant to Buyer's Articles of Incorporation, as amended, Bylaws, as amended, and in accordance with Florida law.
Stockholders Consent. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Stockholders Consent. No consent or approval of the -------------------- shareholders of Acquiror is required or necessary for Acquiror to enter into this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby.
Stockholders Consent. On the date hereof, immediately following the execution and delivery of this Agreement, (a) Seller shall execute and deliver an action by written consent, as sole stockholder of the Company, adopting this Agreement (the “Company Stockholder Approval”) and (b) Parent shall execute and deliver an action by written consent, as sole stockholder of Merger Sub, adopting this Agreement (the “Merger Sub Stockholder Approval” and together with the Company Stockholder Approval, the “Stockholder Approvals”). Promptly (and in any event within one day) following the execution of this Agreement, Seller shall deliver to the Datatel Entities a copy of the executed Company Stockholder Approval and Parent shall deliver to the SunGard Entities a copy of the executed Merger Sub Stockholder Approval.
Stockholders Consent. No consent or approval of the --------------------- stockholders of Onvia is required or necessary for Onvia to enter into this Agreement or the Transaction Documents or to consummate the transactions contemplated herein and therein.
Stockholders Consent. No consent or approval of the -------------------- stockholders of Mpath is required or necessary for Mpath to enter into this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby.
