Stockholder Consent definition

Stockholder Consent has the meaning set forth in the Recitals.

Stockholder Consent has the meaning given to it in Section 5.1(a).

Stockholder Consent means the written consent in lieu of a special meeting executed by the holders of a majority of the Company Capital Stock relating to the Company Proposal, the form of which must be approved by Parent.

Examples of Stockholder Consent in a sentence

• If Parent elects to effect the Company Stockholder Approval by executing an action by written consent, Parent and its Subsidiaries (including Merger Sub) shall promptly execute and deliver to the Company the Parent Stockholder Consent with respect to all of the shares of Company Common Stock then owned of record by each of them or with respect to which any of them have, directly or indirectly, sole voting power.

• The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation.

• Notwithstanding anything to the contrary in this Agreement (including in this Section 10.1), under no circumstances shall the Company, Parent or any of their controlled Affiliates or any of their respective representatives (including the Representative) issue any press release, public announcement or disclosure of any kind until the Stockholder Consent has been obtained and delivered to Parent.

• The execution, delivery and performance of this Agreement and the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, and no other votes or approvals of any class or series of capital stock of the Company are necessary to authorize this Agreement or the Company Documents or the consummation of the transactions contemplated hereby and thereby, other than the Stockholder Consent.

• Following the execution and delivery of this Agreement, the Company shall use reasonable best efforts and take all actions necessary to seek, obtain and deliver to Parent the Stockholder Consent on or prior to the expiration of the Stockholder Consent Period.

More Definitions of Stockholder Consent

Stockholder Consent has the meaning set forth in Section 4.2.

Stockholder Consent means an executed consent delivered by holders of a majority of the shares of Common Stock in lieu of a stockholder meeting and in compliance with the Delaware Corporations Act, for the purpose of providing all necessary approvals under the Delaware Corporations Act and the applicable rules and listing standards of the stock exchange upon which the Common Stock is then listed, if any, to consummate the issuance of more than twenty percent (20%) of the outstanding shares of Common Stock in connection with any conversion of the Series A Preferred Stock.

Stockholder Consent shall have the meaning set forth in Section 2.13.

Stockholder Consent has the meaning set forth in the recitals of this Agreement.

Stockholder Consent means an irrevocable stockholder written consent, the form of which is attached hereto as Exhibit B.

Stockholder Consent has the meaning set forth in Section 4.1.

Stockholder Consent means the written consent of holders of a majority of the outstanding shares of Common Stock approving (i) the exercise of the Warrants, (ii) the issuance of the Common Stock upon exercise of the Warrants, and (iii) the pre-emptive rights granted pursuant to Section 2.1 of the Investor Rights Agreement, in the form attached as Exhibit C hereto.