Stockholders Consent Clause Samples
The Stockholders Consent clause establishes the requirement for shareholders to formally approve certain actions or decisions proposed by a company. Typically, this clause outlines the process by which stockholders provide their consent, such as through written agreements or voting at meetings, and specifies which corporate matters—like mergers, amendments to governing documents, or major transactions—require such approval. Its core practical function is to ensure that significant corporate actions cannot proceed without the explicit agreement of the shareholders, thereby protecting their interests and maintaining proper corporate governance.
Stockholders Consent. (a) Promptly, and in any event within ten (10) Business Days following the execution and delivery of this Agreement, the Company shall deliver to Parent, in a form reasonably acceptable to Parent, the Requisite Company Vote pursuant to a written consent of a majority of the Stockholders (the “Written Consent”). The materials submitted to the Stockholders in connection with the Written Consent shall include the Company Board Recommendation.
(b) Promptly following, but in no event than five (5) Business Days after, delivery to Parent of the Written Consent pursuant to subsection (a) above, the Company shall prepare and provide to Parent for its review a notice (the “Stockholder Notice”), in accordance with applicable Law and the Company Charter Documents, to every Stockholder that did not execute the Written Consent. The Company shall mail such Stockholder Notice to each such Stockholder within two (2) Business Days following approval thereof by Parent. The Stockholder Notice shall (i) be a statement to the effect that the Company Board unanimously determined that the Merger is advisable in accordance with the DGCL and in the best interests of the Stockholders and unanimously approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, (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, the Merger and the other transactions contemplated hereby in accordance with the DGCL and the bylaws of the Company, (iii) notify such Stockholders of their dissent and appraisal rights pursuant to the DGCL, and include the other items required by the DGCL and (iv) request that each such Stockholder execute the Written Consent and waive any dissent and appraisal rights pursuant to the DGCL. The Stockholder Notice shall include therewith a form for demanding payment, a copy of the applicable provisions of the DGCL and all such other information as Parent shall reasonably request, and shall be sufficient in form and substance to start the period during which a Stockholder must demand appraisal of such Stockholder’s Shares, which period may not be less than 30 nor more than 60 days after the date the Stockholder Notice is delivered, as contemplated by the DGCL. All materials submitted to the Stockholders in accordance with this Section 5.05(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. No consent or approval of the stockholders of Buyer is required or necessary for Buyer to enter into this Agreement or to consummate the transactions contemplated hereby.
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. (a) TakeOut7 shall use its commercially reasonable efforts to obtain, immediately following the execution and delivery of this Agreement, the Requisite Company Vote pursuant to written consents of the TakeOut7 Stockholders (the “Written Consent”). The materials submitted to the TakeOut7 Stockholders in connection with the Written Consent shall include the Company Board Recommendation. Promptly following receipt of the Written Consent, TakeOut7 shall deliver a copy of such Written Consent to Giftify.
(b) Promptly following receipt of the Written Consent, TakeOut7 shall prepare and mail a notice (the “Stockholder Notice”) to every TakeOut7 Stockholder that did not execute the Written Consent (to the extent applicable). The Stockholder Notice shall (i) be a statement to the effect that the board of directors of TakeOut7 unanimously determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the TakeOut7 Stockholders and unanimously approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (ii) provide the TakeOut7 Stockholders to whom it is sent with notice of the actions taken in the Written Consent, including approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby in accordance with Section 228(e) of the DGCL and the bylaws of TakeOut7.
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.
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.