Other Stockholder Action Sample Clauses

Other Stockholder Action. (i) The MSD Stockholders, severally and jointly, agree with the Company (and not any other party hereto) not to (A) make any public proposal or announcement (individually, together or with a third party) or (B) take any public or private action with any third party, in the case of each of the foregoing clauses (A) and (B), other than in any MSD Director Nominee’s capacity as a member of the Board (and subject in all respects to such MSD Director Nominee’s fiduciary duties under applicable law), that constitutes: (w) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board; (x) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend practice of the Company; (y) any other material change in the Company’s management, business or corporate structure; or (z) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws. (ii) The SLP Stockholders, severally and jointly, agree with the Company (and not any other party hereto) not to (A) make any public proposal or announcement (individually, together or with a third party) or (B) take any public or private action with any third party, in the case of each of the foregoing clauses (A) and (B), other than in the SLP Director Nominee’s capacity as a member of the Board (and subject in all respects to such SLP Director Nominee’s fiduciary duties under applicable law), that constitutes: (w) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board; (x) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend practice of the Company; (y) any other material change in the Company’s management, business or corporate structure; or (z) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws.
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Other Stockholder Action. At the request of the Principal, each of the Key Holders shall vote any and all Stockholder Shares held by such Key Holder from time to time or over which such Key Holder has control and shall take all other necessary or desirable actions within such Key Holder’s control (whether in such Key Holder’s capacity as a stockholder, director or officer of the Company or otherwise, subject to any applicable fiduciary duties owed to the Company), including, without limitation, calling meetings, attending and voting at meetings, executing a proxy to vote at any meeting, executing written consents to cause the approval, implementation, modification or termination of any matter or transaction recommended by any Principal Designee; provided that the applicable action shall not be inconsistent with the Trading Rules of any securities exchange or trading market on which the Company’s common stock may then be listed for trading.
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Other Stockholder Action. Upon the occurrence and continuance of an Event of Default (as defined under the Note), each of the Stockholders shall vote any and all Stockholder Shares held by such Stockholder from time to time or over which such Stockholder has control and shall take all other necessary or desirable actions within such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise, subject to any applicable fiduciary duties owed to the Company), including without limitation calling meetings, attending and voting at meetings, executing a proxy to vote at any meeting, executing written consents to cause the approval, implementation, modification or termination of any matter or transaction recommended by the Secured Party Designees; provided that the applicable action shall not be inconsistent with the Trading Rules of any securities exchange or trading market on which the Company’s common stock may then be listed for trading.
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Related to Other Stockholder Action

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.