Stockholder Action Sample Clauses
The Stockholder Action clause defines the procedures and requirements for actions taken by a corporation's stockholders, such as voting on major decisions or approving corporate changes. Typically, this clause outlines how meetings are called, the notice required, quorum thresholds, and the manner in which votes are cast and counted. For example, it may specify whether actions can be taken by written consent without a meeting or require a formal gathering. Its core function is to ensure that stockholder decisions are made in an orderly, transparent, and legally compliant manner, thereby reducing disputes and clarifying the process for corporate governance.
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
Stockholder Action. As soon as practicable after the effective date of the N-14 Registration Statement, the Acquired Fund shall hold a Stockholders meeting to consider and approve the Acquisition and this Acquisition Plan and such other matters as the Board of Directors may determine. Such approval by the Stockholders of the Acquired Fund shall, to the extent necessary to permit the consummation of the transactions contemplated herein without violating any investment objective, policy or restriction of the Acquired Fund, be deemed to constitute approval by the Stockholders of a temporary amendment of any investment objective, policy or restriction that would otherwise be inconsistent with or violated upon the consummation of such transactions solely for the purpose of consummating such transactions.
Stockholder Action. 22 ARTICLE III Registration Rights 3.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . 22 3.2
Stockholder Action. Subject to the rights of any holders of the Preferred Stock, (i) only the chairman of the Board or a majority of the Board shall be permitted to call a special meeting of stockholders; (ii) the business permitted to be conducted at a special meeting of stockholders shall be limited to matters properly brought before the meeting by or at the direction of the Board; and (iii) stockholder action may be taken only at a duly called and convened annual meeting or special meeting of stockholders and may not be taken by written consent.
Stockholder Action. Acquiror shall notify the Company promptly in connection with the filing of an Action related to this Agreement or the Transaction by any of its stockholders or holders of any Acquiror Warrants against Acquiror or its Subsidiaries or against any of their respective directors or officers (any such action, a “Stockholder Action”). Acquiror shall keep the Company reasonably apprised of the defense, settlement, prosecution, or other developments with respect to any such Stockholder Action. Acquiror shall give the Company the opportunity to participate in, subject to a customary joint defense agreement, but not control the defense of any such litigation, to give due consideration to the Company’s advice with respect to such litigation. and not to settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, denied, delayed, or conditioned; provided, that, for the avoidance of doubt, Acquiror shall bear all of its costs of investigation and all of its defense and attorneys’ and other professionals’ fees related to such Stockholder Action.
Stockholder Action. (a) The Company’s board of directors has declared this Agreement, the Merger and other transactions contemplated hereby and thereby, advisable and approved a resolution recommending approval of this Agreement, the Merger and the other transactions contemplated hereby and thereby by the Company Stockholders (the “Board Recommendation”).
(b) Promptly following the execution and delivery of this Agreement, the Company will, in accordance with and pursuant to Section 251 of the DGCL, take all action necessary to seek and obtain, as soon as practicable, written consents from all Company Stockholders, in the form attached hereto as Exhibit H (the “Stockholder Written Consents”). Prior to the delivery of the Stockholder Written Consents to the Company Stockholders, the Company must have given Parent and its counsel a reasonable opportunity (but in no event fewer than two Business Days prior to delivery to the Company Stockholders) to review and comment on the proposed Stockholder Written Consents and all related information proposed to be provided in connection therewith. No amendment or supplement (including any incorporated by reference) to the Stockholder Written Consents or any of such related information will be made without the approval of Parent. As soon as practicable following the Company’s receipt of Stockholder Written Consents, the Company will deliver to Parent copies of such Stockholder Written Consents.
(c) Within one Business Day after the date hereof, the Company will deliver to Parent Stockholder Written Consents, duly executed by Company Stockholders holding sufficient Company Voting Stock to provide the Required Stockholder Approval.
(d) Following receipt of the Required Stockholder Approval, the Company will promptly deliver to each holder of Company Shares a notice of the approval of the Merger and this Agreement by written consent of the holders of Company Shares pursuant to the applicable provisions of the DGCL, which notice must include the required notice to holders of Company Shares required by applicable Legal Requirements that appraisal rights may be available to holders of Company Shares in accordance with the DGCL. Prior to the delivery of such notice to the Company Stockholders, the Company must have given Parent and its counsel a reasonable opportunity (but in no event fewer than two Business Days prior to delivery to the Company Stockholders) to review and comment on the proposed notice and all related information proposed to be ...
Stockholder Action. Except as otherwise required by law, special meetings of stockholders of the Corporation for any purpose or purposes may be called only by the Board of Directors, the Chairman of the Board or the Chief Executive Officer of the Corporation. Special meetings of the stockholders may not be called by any other person or persons.
Stockholder Action. For as long as either the FRC Parties' Board Group or the AMCI Parties' Board Group constitutes a Qualifying Board Group, then except as required by law, the AMCI Parties shall be obligated to vote all of the Common Stock held by such Persons in favor of any individual designated to serve as Director pursuant to Section 1.1(a). For so long as the AMCI Parties' Board Group constitutes a Qualifying Board Group, then except as required by law, the FRC Parties shall be obligated to vote all of the Common Stock held by such Person in favor of any individual designated to serve as Director pursuant to Section 1.1(a).
Stockholder Action. ECDV shall, as promptly as practicable following the execution of this Agreement, establish a record date for giving notice of actions pursuant to this Agreement and prepare and file all documents and take such actions that are necessary in order to facilitate the prompt mailing the Definitive Proxy Statement to ECDV’s common and preferred stockholders regarding the Special Meeting of ECDV’s common and preferred stockholders seeking approval of this Agreement and the Transactions.
Stockholder Action. Acquiror shall notify the Company promptly in connection with a written threat to file, or filing by, an Action related to this Agreement or the Transaction by any of its stockholders or holders of any Acquiror Warrants against Acquiror or Merger Sub or against any of their respective directors or officers (any such action, a “Stockholder Action”). Acquiror shall keep the Company reasonably apprised of the defense, settlement, prosecution or other developments with respect to any such Stockholder Action. Acquiror shall give the Company the opportunity to participate in, subject to a customary joint defense agreement, but not control the defense of any such litigation, to give due consideration to the Company’s advice with respect to such litigation and to not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; provided that, for the avoidance of doubt, Acquiror shall bear all of its costs of investigation and all of its defense and attorneys’ and other professionals’ fees related to such Stockholder Action.