Written Stockholder Consent definition

Written Stockholder Consent has the meaning specified in Section 5.07.
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Written Stockholder Consent shall have the meaning set forth in Recital B.
Sample 1

Examples of Written Stockholder Consent in a sentence

  • The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly and validly authorized by all required corporate action on behalf of the Company, subject to obtaining the Written Stockholder Consent.

  • The Company has the full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party, subject (in the case of performance) to obtaining the Written Stockholder Consent.

  • Promptly following receipt of the Company Requisite Vote, the Company shall cause its corporate Secretary to deliver a copy of the duly executed Written Stockholder Consent to Parent, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that the Company Requisite Vote has been obtained.

  • The Drag-Along Notice shall be provided to each Common Stockholder who has not so signed the Written Stockholder Consent within 10 days following the execution and delivery of this Agreement.

  • The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Company is a party have been duly and validly authorized by all required corporate action on behalf of such Company, subject to obtaining the applicable Written Stockholder Consent.

  • Parent shall have received the executed Joinder and Waiver Agreement, signed by the Company Stockholders that have not executed the Written Stockholder Consent and that, together with the Company Stockholders that have executed the Stockholder Consent, hold at least ninety-five percent (95%) of the outstanding shares of Company Capital Stock, taken together.

  • To the extent required by the Delaware Act, the Company shall, promptly following the Company’s receipt of the Requisite Stockholder Approval (as defined below), deliver to any Company stockholder who has not executed the Written Stockholder Consent (as defined below) (i) a notice of the taking of the actions described in the Written Stockholder Consent in accordance with Section 228(e) of the DGCL and (ii) a notice of appraisal rights in accordance with Section 262 of the Delaware Act.

  • To the extent required by the DGCL, the Company shall promptly (and, in any event, within fifteen (15) Business Days of the date of the Written Stockholder Consent) deliver to any Company Stockholder who has not executed the Written Stockholder Consent (1) a notice of the taking of the actions described in the Written Stockholder Consent in accordance with Section 228 of the DGCL and (2) subject to the provisions in the Shareholders Agreement, the notice in accordance with Section 262.

  • Such Company has the full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party, subject (in the case of performance) to obtaining the applicable Written Stockholder Consent.

  • Section 6.4. Written Stockholder Consent; Preparation of Information Statement................67 Section 6.5. Letter of Transmittal............................................................69 Section 6.6. No Solicitation; Other Offers....................................................69 Section 6.7. Fulfillment of Conditions........................................................70 Section 6.8.

Related to Written Stockholder Consent

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Company’s Voting Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the amendment of the Company’s amended and restated articles of incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares.

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Company Shareholder means a holder of Company Shares.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Common Stockholders means holders of shares of Common Stock.