Stockholders Consent definition

Stockholders Consent means irrevocable written consents approving this Agreement and the transactions contemplated hereby, including the issuance of the Warrants and the issuances of Common Stock upon the exercise of the Warrants or in exchange for the Waiver Shares.

Stockholders Consent. As defined in Section 7.3.

Stockholders Consent has the meaning set forth in Section 5.1.15 to the Agreement.

Examples of Stockholders Consent in a sentence

• The Board of Directors of the Company will recommend that the Company’s stockholders vote in favor of the Merger at the Company Stockholders Meeting or pursuant to the Company Stockholders Consent and will not change such recommendation.

• Except as required as a result of the Lil Marc Stockholders' Consent and to the extent required to comply with its obligations hereunder or with applicable law, Lil Marc shall, nor shall Lil Marc permit any of its subsidiaries to, amend its articles of incorporation, by-laws, or similar organic documents or to take or fail to take any other action, which in any such case would reasonably be expected to prevent or materially impede or interfere with the Merger.

• The Majority Holders beneficially own and own of record at least 85% of the outstanding shares of Company Common Stock, and on and as of the date of the Stockholders Meeting or the Stockholders Consent, as applicable, will beneficially own and will own of record at least 85% of the outstanding shares of Company Common Stock on and as of such date.

• The matters set forth in the Lil Marc Stockholders' Consent shall have been effectuated.

• Parent and Merger Sub have required, as a condition to their willingness to enter into this Agreement, that the Cable Stockholders (as defined herein) contemporaneously enter into the Voting Agreement and execute and deliver the Stockholders Consent (as defined herein) immediately following the execution and delivery of this Agreement.

More Definitions of Stockholders Consent

Stockholders Consent has the meaning set forth in Section 5.3.

Stockholders Consent means the Avici Systems Inc. Written Consent of Stockholders in Lieu of a Special Meeting, which is attached to the Agreement as Appendix II;

Stockholders Consent means the action on written consent approved by a -------------------- majority of the Company's shareholders on January 27, 2000 approving (a) the conversion of Series C Preferred to Series D Preferred, (b) the issuance of the Common Stock issuable upon conversion of all of the shares of Preferred Stock and all of the Warrant Shares, in each case whether issued on or prior to the date hereof or in the future and (c) an amendment to Company's Restated Certificate of Incorporation.

Stockholders Consent shall have the meaning ascribed thereto in the Recitals hereof.

Stockholders Consent means that certain Written Consent in Lieu of a Meeting of the Holders of Common Stock of the Company, dated as of the date hereof, executed by Metromedia Company, Xxxx X. Xxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx X. Xxxxxxxx and each of their respective Affiliates and Associates, pursuant to which, among other things, such stockholders have approved and ratified in all respects the Company's issuance of shares of Class A Common Stock issuable upon the conversion of the Notes.

Stockholders Consent shall have the meaning set forth in Section 2.7 hereof.

Stockholders Consent means the duly authorized and executed written consent in lieu of a meeting of the stockholders of the Company in accordance with Section 228 of the Delaware General Corporation Law, as amended, executed by Metromedia Company, Garofalo and Stuart Subotnick, each in his or its capacities as xxxxxxxlders xx xxx Xxxxxxx, approving and authorizing, among other things, the actions required to be taken by the Company in connection with this Agreement, including, without limitation, the reservation for issuance, issuance, sale and delivery of the shares of Common Stock issuable upon conversion of the Notes for the purposes of the applicable rules and regulations of The Nasdaq Stock Market, Inc.