Matters Requiring Stockholder Approval Sample Clauses

Matters Requiring Stockholder Approval. (a) Prior to a Qualified IPO, for so long as H&F continues to hold five percent (5%) or more of the aggregate number of Echo Shares issued to H&F on the date hereof (as appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like), the Stockholders shall take all Necessary Action to cause Echo not to take, and Echo shall not take, and shall take all action to cause its Subsidiaries not to take, and the Company shall not take, and shall take all action to cause its Subsidiaries not to take, any of the following actions, without the prior written consent of the holders of a Majority in Interest of Echo Shares held by H&F, as of the date of such action, except to the extent any such actions are required to consummate (x) the Qualified IPO pursuant to and compliance with the terms of the LLC Agreement or (y) a Drag-Along Sale pursuant to and in compliance with Section 4.2 or Section 9.03 of the LLC Agreement: (i) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any agreement or transaction, directly or indirectly, with Blackstone or any of its Affiliates or portfolio companies, except for ordinary course transactions between Echo and/or any of its Subsidiaries, or the Company and/or any of its Subsidiaries, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms; (ii) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any series of transactions among MCK or any of its Affiliates or portfolio companies, one the one hand, and Blackstone or any of its Affiliates or portfolio companies, on the other hand, solely to the extent related to the transactions contemplated by the Transaction Documents; provided, that for the avoidance of doubt, the foregoing shall not prohibit ordinary course transactions between a MCK portfolio company, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms; (iii) an amendment of, or any change to or waiver of the provisions of (w) the Articles or the certificates or articles of incorporation, by-laws or equivalent constituent governing documents (including the LLC Agreement and Section 11.04(a) and Section 11.04...
Sample 1Sample 2Sample 3See All (6)
Matters Requiring Stockholder Approval. The Stockholders shall take all Necessary Action to cause the Company not to take, and the Company shall not take, and shall take all Necessary Action to cause Intermediate Holdings, J. Crew and its relevant subsidiaries not to take, and Intermediate Holdings shall not take, and shall take all Necessary Action to cause J. Crew and its relevant subsidiaries not to take, and J. Crew shall not take, and shall take all Necessary Action to cause its relevant subsidiaries not to take, any of the following actions without the prior written consent of LGP, for so long as it holds its Threshold Interest Amount, (which consent may, for the avoidance of doubt, be given by (i) any individual designated by LGP as a director pursuant to this Agreement; provided, however, that any such consent given by any such individual will be deemed to have been given in that individual’s capacity as an authorized representative of LGP and not in that individual’s capacity as a director of the Company or (ii) the Majority LGP Investors): (i) The hiring or termination of the chief executive officer of the Company, Intermediate Holdings and/or J. Crew; (ii) The authorization or issuance of Common Stock or other equity securities of the Company, or equity securities of Intermediate Holdings, J. Crew or any of their subsidiaries, including any Warrants, Options or other rights to acquire Company Shares or other equity securities of the Company or equity securities of Intermediate Holdings, J. Crew or any of their subsidiaries or debt securities that are convertible into Company Shares or other equity securities of the Company or equity securities of Intermediate Holdings, J. Crew or any of their subsidiaries, other than (i) pursuant to any equity incentive plans or arrangements for management and independent directors of the Board of Directors, (ii) in connection with an IPO, (iii) to the lender(s) in connection with the incurrence of debt that does not otherwise require consent pursuant to Section 3.2, (iv) to the seller(s) in connection with an acquisition or merger that does not otherwise require consent pursuant to Section 3.2 or (v) to other direct or indirect wholly-owned subsidiaries of the Company; (iii) Any dividend, redemption or distribution with respect to the Company Shares or other equity securities of the Company in which Company Shares or other equity securities of the Company held by LGP and TPG are not treated in an equivalent manner; (iv) Any fundamental change in the ...
Sample 1Sample 2
Matters Requiring Stockholder Approval. The Corporation hereby covenants and agrees with DTV Holding that it shall not without the prior written consent or affirmative vote of DTV Holding or its Affiliate: 5.1 liquidate, dissolve or wind-up the business and affairs of the Corporation or any Subsidiary, effect any merger, consolidation, recapitalization, reorganization or similar transaction involving the Corporation or any Subsidiary, effect any Deemed Liquidation Event, or consent to any of the foregoing; 5.2 create, or authorize the creation or issuance of, or issue or obligate itself to issue shares (either directly or by a Subsidiary) of, any additional class or series of capital stock or shares of such a class or series; 5.3 create, or authorize the creation of, or issue any security convertible into or exercisable for any equity security of the Corporation or a Subsidiary; 5.4 incur any debt, create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or guaranty the payment obligations of any debt or any debt security of a third party, or permit a Subsidiary to incur any debt, create, or authorize the creation of any debt security or guaranty the payment obligations of any debt or any debt security of any third party, or permit any Subsidiary to take any such action with respect to any debt security or any debt; 5.5 effect, or permit any Subsidiary to effect, any acquisition of the capital stock of another entity or acquire, permit any Subsidiary to acquire, all or substantially all of the assets of another entity or make, or permit any Subsidiary to make, any advance or loan to another entity or to an Affiliate of the Corporation; 5.6 enter into, be a party to, amend, modify or supplement, or permit any Subsidiary to enter into, be a party to, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any director, officer, employee or Affiliate of the Corporation or any Subsidiary or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of any such Person, or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such Person or individual owns a material interest; 5.7 directly or indirectly, purchase, exchange, redeem or declare or pay any dividend on any capital stock; 5.8 increase or decrease the authorized number of directors constituting the Board of Directors; 5.9 effect a Stock Sale ...
Sample 1

Related to Matters Requiring Stockholder Approval

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

  • Requisite Stockholder Approval The Company’s receipt of the Requisite Stockholder Approval at the Company Stockholder Meeting.

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

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

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

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

  • Shareholder Approvals (a) Hxxxxx United shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective (the “Hxxxxx United Shareholders Meeting”) for the purpose of obtaining the Required Hxxxxx United Vote and the Additional Hxxxxx United Votes and, subject to Section 7.3(b), shall take all lawful action to solicit the approval and adoption of this Agreement and the approval of the Additional Hxxxxx United Proposals by such shareholders. The Hxxxxx United Board shall recommend approval of this Agreement and approval of the Additional Hxxxxx United Proposals by the shareholders of Hxxxxx United (the “Hxxxxx United Recommendation”) and shall not (x) withdraw, modify or qualify in any manner adverse to TD Banknorth such recommendation or (y) take any other action or make any other public statement in connection with the Hxxxxx United Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in Hxxxxx United Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Hxxxxx United Recommendation, this Agreement and the Additional Hxxxxx United Proposals shall be submitted to the shareholders of Hxxxxx United at the Hxxxxx United Shareholders Meeting for the purpose of approving this Agreement and nothing contained in this Section 7.3 or Section 7.4 shall be deemed to relieve Hxxxxx United of such obligation. In addition to the foregoing, Hxxxxx United shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, prior to obtaining the Required Hxxxxx United Vote and the Additional Hxxxxx United Votes, Hxxxxx United and the Hxxxxx United Board may effect a Change in Hxxxxx United Recommendation if and only to the extent that: (i) Hxxxxx United has complied in all material respects with its obligations under Section 7.4, (ii) the Hxxxxx United Board, after consultation with its outside counsel, determines in good faith that failure to take such action would result in a violation of its fiduciary duties under applicable law, and (iii) Hxxxxx United or the Hxxxxx United Board (A) has received an unsolicited bona fide written Acquisition Proposal from a third party which the Hxxxxx United Board concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by TD Banknorth pursuant to clause (C) below, (B) has notified TD Banknorth, at least five Business Days in advance, of its intention to effect a Change in Hxxxxx United Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to TD Banknorth a copy of the relevant proposed transaction agreements, if such exist, with the Person making such Superior Proposal and (C) during the period of not less than five Business Days following Hxxxxx United’s delivery of the notice referred to in clause (B) above and prior to effecting such a Change in Hxxxxx United Recommendation, has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD Banknorth in good faith (to the extent that TD Banknorth desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. (c) TD Banknorth shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective (the “TD Banknorth Shareholders Meeting”) for the purpose of obtaining the Required TD Banknorth Vote and the Additional TD Banknorth Votes. The TD Banknorth Board shall recommend approval and adoption of the Agreement and the Additional TD Banknorth Proposals by the shareholders of TD Banknorth.

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

  • Stockholders Approval This Agreement and the transactions contemplated hereby shall have been approved by the requisite affirmative vote of the holders of the outstanding shares of Seller Common Stock present and voting at the Seller Stockholders Meeting in accordance with applicable law.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.