Shareholder Matters Sample Clauses

Shareholder Matters. None of the matters set forth in this Agreement require the approval of the Company's shareholders.

Shareholder Matters. Give notice to IFC, concurrently with the Borrower’s notification to its shareholders, of any board meeting of its directors, such notice to include the agenda of the meeting; and, as soon as available, deliver to IFC two copies of: (i) all notices, reports and other communications of the Borrower to its shareholders, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium; and (ii) the minutes of all shareholders’ meetings;

Shareholder Matters. Except as disclosed on Schedule 3.23, none of the matters set forth in this Agreement require the approval of the Company's shareholders.

Shareholder Matters. (i) Immediately prior to the execution of this Agreement, the Company received a copy of the “Buyout Notice”, as such term is defined in the Shareholders’ Agreement, duly executed by Stockholders holding a majority of the then outstanding Shares, in the form to be delivered to the Shareholders (as defined in the Shareholders’ Agreement) in accordance with Section 4.5(a) of the Shareholders’ Agreement. Such Buyout Notice complies with Section 4.5 of the Shareholders’ Agreement. Pursuant to Section 4.5(c) of the Shareholders’ Agreement, each Stockholder has irrevocably waived any dissenters’ rights, appraisal rights or similar rights in connection with the transactions contemplated by this Agreement, including the Merger. (ii) This Agreement and the actions required to be taken by any party hereunder are in compliance with the provisions of the Shareholders’ Agreement and, upon consummation of the Merger and payment of the Total Merger Consideration, satisfy any and all obligations of the Company thereunder. (iii) No Stockholder has any rights of appraisal, dissenters’ rights or any similar rights relating to the Merger by virtue of, or with respect to, any shares of capital stock of the Company (including those rights pursuant to Section 262 of the DGCL) that have not been waived in accordance with the Shareholders’ Agreement. (iv) Assuming the accuracy of the Buyer’s representations and warranties set forth in Section 3.2, no “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Applicable Law is, or at the Effective Time will be, applicable to the transactions contemplated by this Agreement or the Transaction Documents. (v) The Shareholders’ Agreement is the valid and binding obligation of the parties thereto and is enforceable against the Company and each Stockholder in accordance with its terms and conditions, except that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Shareholder Matters. (a) By his execution of this Agreement, the Shareholder, in his capacity as the sole shareholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement. Such execution shall be deemed to be action taken by the irrevocable written consent of the Shareholder for purposes of Section 228 of the DGCL and Section 13.1-657 of the Virginia Code. (b) The Shareholder represents and warrants as follows: (i) all Parent Common Stock to be acquired by the Shareholder pursuant to this Agreement will be acquired for his account and not with a view towards distribution thereof; (ii) the Shareholder understands that he must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) the Shareholder has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all Persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) the Shareholder has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Shareholder acknowledges that (v) he is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a Person possessing sufficient knowledge and experience in financial and business matters to enable him to evaluate the merits and risks of an investment in Parent; and (vi) the Shareholder understands that the certificates representing the Parent Common Stock to be received by him will bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with the registration requirements of the Securities Act (or an exemption therefrom) and the provisions of this Agreement.

Shareholder Matters. Give notice to the Lenders, concurrently with the Borrower’s notification to its shareholders, of any meeting of its shareholders, such notice to include the agenda of the meeting; and, as soon as available, deliver to the Lenders 2 copies of: (i) all notices, reports and other communications of the Borrower to its stockholders, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium; and (ii) the minutes of all shareholders’ meetings;

Shareholder Matters. Meetings of the stockholders shall be held at such place, within or without the State of Delaware as may be designated by, or in the manner provided in, the By-Laws or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-Laws so provide.

Shareholder Matters. Give notice to the Senior Lenders, concurrently with the Borrower’s notification to its shareholders, of any meeting of its shareholders in which key shareholders matters were, or are proposed to be, addressed, such notice to include the agenda of the meeting; and, as soon as available, deliver to the Senior Lenders two (2) copies of: (i) all notices, reports and other communications of the Borrower to its shareholders with respect to key shareholder matters, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium, related to key shareholders matters; and (ii) the minutes of all shareholders’ meetings in which key shareholders matters were addressed.

Shareholder Matters. Except as otherwise provided herein, none of the following actions shall be taken by the Company without the affirmative approval of a majority of the Shares entitled to vote thereon of each of the Shareholders: (a) declaration or payment of any dividend or distribution or the like, or any redemption subsequent to the date hereof; (b) any amendment, change or restatement of the Articles of Incorporation or the Bylaws of the Company; (c) the dissolution, winding-up or liquidation of the Company; (d) the entry into bankruptcy or insolvency proceedings, whether voluntary or involuntary; or (e) the change in the business of the Company as presently conducted or as contemplated as of the date hereof.