Action by the Stockholders Clause Samples

The "Action by the Stockholders" clause defines how decisions requiring stockholder approval are made within a corporation. Typically, it outlines the procedures for calling meetings, the voting thresholds needed for approval, and the types of actions that must be authorized by the stockholders, such as electing directors or approving major corporate changes. This clause ensures that significant corporate actions are subject to the collective decision of the stockholders, thereby providing a clear and orderly process for governance and protecting the rights of shareholders in corporate decision-making.
Action by the Stockholders. The Company represents and warrants -------------------------- that the Stockholders have approved this Agreement, the Asset Purchase and the Transactions by written consent adopted in accordance with Applicable Law and its Organizational Documents.
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Action by the Stockholders. (a) Any action to be taken by the Stockholders or either of the Companies, notices to be given by the Stockholders or either of the Companies or any matters requiring the Stockholders or either of the Companies to act or refrain from acting hereunder may be undertaken by or with the concurrence of Leon▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ch person in his capacity as 89 89 representative of the Stockholders and of the Companies hereinafter, together with any successor appointee, the "Stockholder Representative") and, for all purposes, it is expressly understood and agreed that any action so taken, notice so given or other matter acted upon or refrained from shall be deemed to constitute the action of all of the Stockholders and the Companies and shall be binding on all of the Stockholders and the Companies. It is understood and agreed that Leon▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ll act as the Stockholder Representative provided, however, that in the event of the death, disability or resignation of Leon▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Stockholders shall promptly appoint a new Stockholder Representative and shall notify the Purchaser thereof. In addition, subject to subsection (c) below, the Purchaser and Norton shall be entitled irrevocably and unconditionally (i) conclusively to rely upon the direction, notice, request or other communication received from the Stockholder Representative without the need to confirm such or otherwise communicate with any Stockholder or either of the Companies, and (ii) to give any direction, notice, request or other communication to the Stockholder Representative without the need to confirm or otherwise communicate with any Stockholders or either of the Companies, and any such direction, notice, request or other communication (whether from or to the Stockholder Representative) shall be conclusive, binding and enforceable against all Stockholders and each of the Companies. (b) The Stockholder Representative shall not be liable to the Stockholders or any third party for any action taken by the Stockholder Representative except with regard to actions involving (i) a breach of such Stockholder Representative's duty of loyalty to the Stockholders and the Companies, (ii) any acts by such Stockholder Representative not in good faith or involving a known violation of law or (iii) transactions from which such Stockholder Representative derived an improper personal benefit. (c) The Purchaser and Norton shall be entitled to rely on any and all communications from the Stockholder Representat...
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Action by the Stockholders. Any action to be taken by the Stockholders or the Company, notices to be given by the Stockholders or the Company or any matters requiring the Stockholders or the Company to act or refrain from acting hereunder may be undertaken with the concurrence of the Stockholder named in the next sentence (such Stockholder in its capacity as representative of the Stockholders and of the Company hereinafter, the "Stockholder Representative") and, for all purposes, it is expressly understood and agreed that any action so taken, notice so given or other matter acted upon or refrained from shall be deemed to constitute the action of all of the Stockholders on a joint and several basis, on the one hand, and the Company, on the other hand, and shall be binding on all of the Stockholders and the Company. It is understood and agreed that Mich▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll act as the Stockholder Representative. In addition, subject to subsection (c) below, the Purchaser and Norton shall be entitled (i) conclusively to rely upon the direction, notice, request or other communication received from the Stockholder Representative without the need to confirm such or otherwise communicate with any other Stockholders or the Company, and (ii) to give any direction, notice, request or other communication to any of the Stockholders or the Company without the need to confirm or otherwise communicate with any other Stockholders or the Company, and any such direction, notice, request or other communication (whether from or to any of the Stockholder Representative) shall be conclusive, binding and enforceable against all Stockholders and the Company.
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Action by the Stockholders 
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Related to Action by the Stockholders

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the ▇▇▇▇ ▇▇▇) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Termination by the State The State or commissioner of Administration may cancel this Professional and Technical Services Master Contract and any Work Authorizations at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.