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. The Company shall use its commercially reasonable efforts to obtain, as promptly as practicable from and after the execution of this Agreement, the Requisite Stockholder Approval in accordance with applicable law, the Certificate of Incorporation and the Bylaws.
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. (a) The Company shall use its commercially reasonable efforts to obtain, within ten (10) days following the execution and delivery of this Agreement, the Requisite Company Vote pursuant to written consents of the Stockholders in form satisfactory to Purchaser (the “Written Consent”). The materials submitted to the 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 Purchaser.
Stockholders Consent. (a) The Company shall use its reasonable best efforts to obtain, immediately following the execution and delivery of this Agreement, the Requisite Company Vote pursuant to written consents of the Stockholders (the “Written Consent”). Promptly following receipt of the Written Consent, the Company shall deliver a copy of such Written Consent to Parent.
Stockholders Consent. (a) The Board of Directors of the Company will submit (i) this Merger Agreement and the Merger, (ii) the Amended and Restated Charter, (iii) the Contribution Transaction, and (iv) the Private Placement Offering to its shareholders for their adoption and will recommend to its shareholders such adoption. In connection therewith, the Company shall prepare and file with the SEC, as soon as practicable, the Information Statement and shall use its best efforts promptly to obtain clearance by the staff of the SEC of the mailing of such material to its shareholders. The Company will use its best efforts to obtain the necessary approval of this Merger Agreement, the Amended and Restated Charter and the Private Placement Offering by its shareholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law to effectuate the Merger and the other transactions contemplated hereby. In obtaining the authorization and approval of its shareholders, the Company shall comply with all applicable Federal and state securities and other laws in connection with the transactions to be effected hereunder. Without limiting the generality of the foregoing, the Company agrees that the information contained in the Information Statement (other than information as to ET furnished to the Company in writing by ET) (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company's shareholders and at all times thereafter through the Effective Date of the Merger. The Company shall not distribute any material to its shareholders in connection with this Merger Agreement and the transactions contemplated hereby other than materials contained in the Information Statement cleared by the staff of the SEC, except such additional material cleared by the staff of the SEC.
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. The LDM Stockholder, who is the sole stockholder of LDM, shall have executed and delivered the Agreement.
