Examples of Principal Stockholders Agreement in a sentence
The Company shall promptly provide to Parent written notice and copies of all pleadings and correspondence in connection with any claim, suit, action, investigation or other proceeding before or by a Governmental Authority against the Company or its directors relating to the transactions contemplated by this Agreement or by the Principal Stockholders' Agreement.
Without limiting the generality of the foregoing, the Company shall give Parent the opportunity to participate in the defense of any litigation against the Company or its directors relating to the transactions contemplated by this Agreement or by the Principal Stockholders' Agreement.
No other state takeover or similar statute or regulation is applicable to this Agreement, the Principal Stockholders' Agreement, the Merger or the other transactions contemplated hereby or thereby.
Other than the Principal Stockholders' Agreement, neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities.
The execution and delivery to the Secretary of written consents, in the form attached to the Principal Stockholders' Agreement, is sufficient to adopt this Agreement and approve the Merger and the other transactions contemplated hereby, and no other corporate proceedings are necessary to adopt or approve this Agreement or to consummate the Merger or the other transactions contemplated hereby.
Xxxxxx Xxxxxx to enter into the Principal Stockholders Agreement.
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Without limiting the generality of the foregoing, the undersigned has received a copy of: (i) the certificate of incorporation and by-laws of the Corporation, and the form of Principal Stockholders Agreement relating to the Corporation proposed to be entered into by Norton Gxxxxxxxx, Xxxxx X.
Other than the Principal Stockholders' Agreement, to the Knowledge of the Company, there are no irrevocable proxies and no voting Contracts (or Contracts to execute a written consent or a proxy) with respect to any shares of Company Common Stock or Company Preferred Stock or any other voting securities of the Company.
Also in accordance with the terms and conditions of the Principal Stockholders Agreement and Knowledge Certificate, each of the Principal Stockholders has, if he/she/it has not already done so in connection with the Stockholders Authorizing Resolution, signed a written consent in accordance with the CGCL and the foregoing sentence.