Written Consent of Stockholders. Upon the U.S. Securities and Exchange Commission’s declaration of the effectiveness of the Registration Statement on Form S-4 filed by Parent in connection with the Merger, if at all, the Company Principal Stockholder shall deliver to Parent a written consent in favor of the adoption of the Merger Agreement and the Merger.
Written Consent of Stockholders. Any action required to be taken at any annual or special meeting of the stockholders of the Company, or any action which may be taken at any annual or special meeting of the stockholders, 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 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. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law of the State of Delaware.
Written Consent of Stockholders. Upon the U.S. Securities and Exchange Commission’s declaration of the effectiveness of the Registration Statement on Form S-4 filed by Acquisition Co. in connection with the Merger, each Stockholder shall deliver to the Company (with a copy thereof concurrently delivered to Acquisition Co.) a proxy in favor of the adoption of the Merger Agreement and the Merger. Such proxy may be revoked or withdrawn if Company’s Board of Directors withdraws its recommendation of the Merger and terminates the Merger Agreement.
Written Consent of Stockholders. Not Permitted. Any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly called annual or special meeting of such holders and may not be taken by any consent in writing by such stockholders.
Written Consent of Stockholders. As promptly as practicable after the Stage One Closing, a majority of the Company’s stockholders (as adjusted for the transactions contemplated in Section 2.1(a)), including those Debt Holders and Purchasers referenced in Sections 2.1(a)(i) and 2.1(a)(ii), will execute an action by written consent to approve an increase to the shares of Common stock that the Company is authorized to issue from 300,000,000 to 800,000,000 (the “Consent”). At the appropriate time, the Company will file an amendment to its Articles of Incorporation, as amended, reflecting the actions approved by the Consent.
Written Consent of Stockholders. Approval of this Agreement, the Voting Trust Agreement and the Merger Agreement and all of the transactions contemplated in connection therewith have been approved by the written consent of the stockholders of each of Parent and Stockholder in accordance with Delaware law, and no other consents or filings are required in respect of such stockholder approval, except for the filing of the Information Statement (as defined herein) described in Section 10.
Written Consent of Stockholders. SECTION 9.1. Actions required or permitted to be taken by the stockholders of the Corporation at an annual or special meeting of the stockholders may be effected without a meeting by the written consent of the holders of common stock of the Corporation (a “Consent”), but only if such action is taken in accordance with the provisions of this Article IX or by the holders of any class or series of Preferred Stock issued pursuant to Article IV hereof, if the terms of such class or series of Preferred Stock expressly provide for such action by Consent.
SECTION 9.2. The record date for determining stockholders entitled to authorize or take corporate action by Consent shall be as fixed by the Board of Directors or as otherwise established under this Article IX. Any stockholder seeking to have the stockholders authorize or take corporate action by Consent shall, by written notice addressed to the Secretary of the Corporation and delivered to the principal executive offices of the Corporation and signed by holders of record owning not less than fifteen percent of all issued and outstanding shares of common stock of the Corporation, as determined in accordance with any applicable requirements of the Bylaws of the Corporation, who shall continue to own not less than fifteen percent of all issued and outstanding shares of common stock of the Corporation through the date of delivery of Consents signed by a sufficient number of stockholders to authorize or take such action and who shall not revoke such request, request that a record date be fixed for such purpose (each such notice, a “Request”). The Request must contain the information set forth in Section 9.3 hereof. By the later of (a) twenty days after delivery of a valid Request and (b) five days after delivery of any information requested by the Corporation pursuant to Section 9.3 hereof, the Board of Directors shall determine the validity of the Request and whether the Request relates to an action that may be authorized or taken by Consent pursuant to this Article IX and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If the Request has been determined to be valid and to relate to an action that may be authorized or taken by Consent pursuant to this Article IX or if...
Written Consent of Stockholders. Simultaneously with the execution and delivery of this Agreement, the Company shall deliver to the Parent an irrevocable Merger Support Agreement in a form reasonably acceptable to the Parent, together with an irrevocable Stockholder Consent and Joinder in the form attached as Exhibit D (the “Written Consent”), executed by Mxxx X. Xxxxxx, Colorado Micro Precision, LLC, Sxxxxx Xxxxxx, Dxxxx X. Xxxxxx and Jxxxxxx Xxxx (the “Key Company Stockholders”). As soon as reasonably possible following the execution and delivery of this Agreement, and in any event within seven (7) days, the Company shall prepare and deliver the Information Statement (as defined below) and solicit the Written Consent from all Stockholders of the Company. The Company shall use commercially reasonable efforts to cause the Written Consent to be duly executed by each Company Stockholder whose consent was not obtained with the execution of this Agreement in accordance with the foregoing as soon as reasonably practicable following the date hereof. Promptly following the execution and delivery of this Agreement, the Company shall prepare and deliver to all of the holders of Company Stock, Company Options and Company Warrants, an information statement (“Information Statement”) which includes (1) a notice and description of the approval of this Agreement and the transactions contemplated by this Agreement by the Company Board, (2) the approval and adoption of this Agreement and the transactions contemplated by this Agreement by the Key Company Stockholders, (3) the Company Stockholders’ appraisal rights with respect to the transactions contemplated hereby under the DGCL, (4) a copy of the Written Consent providing the Company Stockholders (other than the Key Company Stockholders) the opportunity to approve and adopt this Agreement and approve the transactions contemplated by this Agreement and, consequently, to waive any applicable appraisal rights prior to the Effective Time, and (5) a copy of the Letter of Transmittal and related instructions. Parent shall be provided with a meaningful opportunity to review and comment upon the Information Statement prior to distribution of the same, and the Company shall consider in good faith any comments on or corrections to the Information Statement provided by the Parent. Parent hereby acknowledges and agrees that the Company’s timely preparation and delivery of the Information Statement, along with one follow-up telephone call to each recipient for whom ...
Written Consent of Stockholders. As of the Initial Closing Date, the Company shall have received the written consent of each of the purchasers (pursuant to the Note and Warrant Purchase Agreement dated as of February 23, 2006) to the consummation of the transactions contemplated by this Agreement and the Transaction Documents.
Written Consent of Stockholders. The Company shall have received the written consent of the holders of a majority of the Registrable Securities (as defined in the separate Registration Rights Agreements dated as of August 19, 2005 and October 20, 2005) to register the securities listed on Schedule II of the Registration Rights Agreement.
