Voting; Written Consent. (a) Any agreement by a Principal Stockholder herein to vote its shares of Common Stock in a certain manner shall be deemed, in each instance, to include an agreement by that Principal Stockholder to use its best efforts to take all actions necessary to call, or cause the Company and the appropriate officers and directors of the Company to call, as promptly as practicable, a special meeting of stockholders or to act by written consent.
(b) When any action is required to be taken by a Principal Stockholder pursuant to this Agreement, such Principal Stockholder shall take all steps necessary to implement such action, including executing or causing to be executed, as promptly as practicable, a consent in writing in lieu of an annual or special meeting of the stockholders pursuant to Section 228 of the General Corporation Law of Delaware or any successor statute thereto to effect such stockholder action.
Voting; Written Consent. (i) Any Specified Matter or other matter that expressly requires unanimous approval of the Board hereunder shall require approval of all Directors present at a meeting for which a quorum is established or by written consent of all Directors, (ii) an Approved Company Sale and an IPO approved pursuant to Section 9.07 shall require approval at a meeting for which a quorum is established, or by written consent, of Directors in accordance with the definition of “Approved Company Sale” and Section 9.07, respectively, and (iii) subject to Section 9.06, any other matter that requires approval of the Board or the Company herein shall require approval solely by the WME Directors as “managers” of the Company in accordance with Section 9.01(a), without a meeting or written consent of the Board. A copy of any written consent of Directors will be provided promptly thereafter to any Directors who did not execute such written consent as well as each Board Observer.
Voting; Written Consent. From and after the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the shareholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, each Shareholder agrees that it shall vote all of such Shareholder's Shares (or cause them to be voted), or execute written consents in respect thereof, (i) in favor of the Purchaser's acquisition of the majority or more of the voting power of the Company, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company contained in the Tender Agreement, (iii) against any Takeover Proposal and (iv) against any agreement, amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Offer or that would revoke or otherwise be inconsistent with the Shareholder Consent or the Opt Out. Any such vote shall be cast (or consent shall be given) by each Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent).
Voting; Written Consent. Any action, decision, consent or approval that can be taken, made or given (or not taken, made or given) by any Board of Directors may be authorized only with the affirmative consent of at least one (1) WISE Director, one (1) AJOA Director and one (1) CANX Director. Any such consent or approval may be taken at a meeting or without a meeting by consent in writing of such persons, which written consent shall set forth the actions to be so taken, except that no such additional consent or approval of any Board of Director, as applicable, shall be required where such Board of Director or its affiliate is the party on the other side of the transaction and has a material conflict with the Company.
Voting; Written Consent. (a) Any agreement by the Consenting Stockholders herein to vote their shares of Voting Securities in a certain manner shall be deemed, in each instance, to include an agreement by each Consenting Stockholder to use such Consenting Stockholder's best efforts and to take all actions necessary to call, or cause the Company and the appropriate officers and directors of the Company to call, as promptly as practicable, a special or annual meeting of stockholders or to act by written consent.
(b) When any action is required to be taken by a Consenting Stockholder pursuant to this Agreement, such Consenting Stockholder shall take all steps necessary to implement such action, including, without limitation, executing or causing to be executed, as promptly as practicable, a consent in writing in lieu of an annual or special meeting of the stockholders pursuant to Section 615 of the Business Corporation Law of New York or any successor statute thereto to effect such stockholder action.
(c) Unless expressly stated to the contrary herein, any action requiring the vote of the directors (or any committee thereof) may be effected by consent in lieu of a meeting of the directors or committee members, as the case may be, pursuant to Section 708 of the Business Corporation Law of New York or any successor statute thereto.
Voting; Written Consent. (a) Any agreement by the Consenting Stockholders herein to vote their shares of Voting Securities in a certain manner shall be deemed, in each instance, to include an agreement by each Consenting Stockholder to use such Consenting Stockholder's best efforts and to take all actions necessary to call, or cause the Company and the appropriate officers and directors of the Company to call, as promptly as practicable, a special or annual meeting of stockholders or to act by written consent.
(b) When any action is required to be taken by a Consenting Stockholder pursuant to this Agreement, such Consenting Stockholder shall take all steps necessary to implement such action, including, without limitation, executing or causing to be executed, as promptly as practicable, a consent in writing in lieu of an annual or special meeting of the stockholders.
(c) Unless expressly stated to the contrary herein, any action requiring the vote of the directors (or any committee thereof) may be effected by unanimous written consent in lieu of a meeting of the directors or committee members, as the case may be.
Voting; Written Consent. Except as otherwise provided in this Agreement, the effectiveness of any vote, consent or other action of the Board (or any committee) in respect of any matter shall require either (i) the presence of a quorum and the affirmative vote of at least a majority of the Directors (or members of such committee) present or (ii) the written consent (in lieu of meeting) of the Directors (or members of such committee) haying not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of the Board (or any committee) at which all Directors (or members of such committee) entitled to vote thereon were present and voted. Any Director may vote in person or by proxy (pursuant to a power of attorney) on any matter that is to be voted on by the Board at a meeting thereof.
Voting; Written Consent. (a) Any agreement by a Consenting Stockholder herein to vote its shares of Common Stock in a certain manner shall be deemed, in each instance, to include an agreement by that Consenting Stockholder to use its best efforts to take all actions necessary to call, or cause the Company and the appropriate officers and directors of the Company to call, as promptly as practicable, a special meeting of stockholders or to act by written consent.
(b) When any action is required to be taken by a Consenting Stockholder pursuant to this Agreement, such Consenting Stockholder shall take all steps necessary to implement such action, including executing or causing to be executed, as promptly as practicable, a consent in writing in lieu of an annual or special meeting of the stockholders pursuant to Section 228 of the General Corporation Law of Delaware or any successor statute thereto to effect such stockholder action.
Voting; Written Consent. Except as expressly provided in this Agreement, any action, decision, consent or approval that can be taken, made or given (or not taken, made or given) by the Management Committee may be authorized with the consent or approval of the votes of all Managers, and any such consent or approval may be taken at a meeting or without a meeting by consent in writing of such Persons. The day to day management of the Company shall be run exclusively by the Management Committee.
Voting; Written Consent. All matters submitted to a vote of the Board shall require the approval of not less than a majority of the Directors then on the Board and no Director acting individually in such capacity shall have the authority to manage or control the Company or approve matters relating to the Company, such powers being reserved solely to the Directors acting through the Board and to such Officers and agents of the Company to whom the Board has delegated authority. Subject to Section 9.5, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing (including via.pdf, electronic mail or other means of electronic transmission), setting forth the action so taken, is provided by at least the number of Directors whose votes are required to take such action, which writing will be filed with the records of the meetings of the Board. Such consent shall be treated as a vote of the Board.
