Approval by Company Stockholders. The stockholders of -------------------------------- Company shall have approved the terms of this Agreement (and the Escrow Agreement) and the Merger contemplated by the Transaction by a majority vote and as required by applicable law and Company's Certificate of Incorporation and Bylaws, and stockholders of the Company shall not have exercised, or indicated any intention to exercise dissenters' rights that are greater than an amount which exceeds five percent (5%) of the Merger Consideration.
Approval by Company Stockholders. The Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a special meeting of the stockholders of the Company (the "Special Meeting") to consider and vote upon the approval and adoption of this Agreement and the Merger contemplated hereby, or shall seek the requisite written consent of its stockholders, all in accordance with Iowa law and its Articles of Incorporation and Bylaws. The Company shall hold the Special Meeting or obtain such written consent as soon as practicable after the date hereof. Subject to its fiduciary obligations, the Board of Directors of the Company will recommend that the stockholders of the Company vote to adopt this Agreement and approve the Merger at the Special Meeting and will use its best efforts to solicit from the stockholders of the Company proxies in favor of the Merger and will take all other action necessary or, in the opinion of Purchaser, advisable to secure the vote or consent of the stockholders of the Company required by the Iowa Business Corporation Act to effect the Merger. If this Agreement and the Merger are approved and adopted by written consent of less than all of the stockholders of the Company, the Company shall give prompt notice of such approval and adoption in accordance with Iowa law to those stockholders who did not consent.
Approval by Company Stockholders. Promptly, and no later than twenty-four (24) hours following the execution of this Agreement by the Company, the Company shall provide evidence (including copies of written consents) to Buyer that it has secured the Requisite Stockholder Approval. To the fullest extent permitted by applicable Law, the Company’s Board of Directors shall unanimously recommend approval of the Merger by the Stockholders and include such recommendation in the written consent executed by the Stockholders.
Approval by Company Stockholders. (a) The sole required approval of the Company Stockholders of this Agreement and the Transactions is the Requisite Stockholder Approval. The Stockholders’ Written Consent has been executed by the Requisite Stockholder Approval and will be sufficient to authorize and approve the Merger pursuant to the Certificate of Incorporation and the DGCL.
(b) No Company Stockholders have exercised any applicable rights of appraisal under the DGCL with respect to the Merger or delivered notice to the Company of any intention to exercise such rights.
(c) The documents, materials and notices, including the Information Statement, prepared or to be prepared by the Company pursuant to the DGCL, the Certificate of Incorporation or otherwise in connection with obtaining the approval by the Company Stockholders of this Agreement and the Transactions and providing the required notices thereof or otherwise relating to the transactions contemplated by this Agreement (collectively, the “Disclosure Materials”) comply or, when prepared by the Company and distributed to the Company Stockholders, will comply with the DGCL and the Certificate of Incorporation and will not, at the time of distribution of the Disclosure Materials or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Stockholder Written Consent which has become false or misleading.
Approval by Company Stockholders. By virtue of the approval of this Agreement, and where applicable, the execution and delivery of a Stockholder Support Agreement and Joinder by a Company Stockholder, such Company Stockholder shall be deemed to have agreed to the terms and conditions of this Agreement, including Article II, Section 4.5, Section 4.8, Section 4.20 (to the extent applicable), Section 4.21, this Article VII, Article VIII and Article IX as such terms apply to such Company Stockholder as if such Company Stockholder were a direct party to this Agreement.
Approval by Company Stockholders. The stockholders of the Company shall have approved the Merger, and if such approval was obtained by written consent in lieu of meeting stockholders, the Company shall have given stockholders who did not sign said consent written notice required by Section 228 of Delaware Law; and
Approval by Company Stockholders. The Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a special meeting of the stockholders of the Company (the "Special Meeting") to consider and vote upon the approval and adoption of this Agreement and the Merger contemplated hereby, or shall seek the requisite written consent of its stockholders, all in accordance with Wyoming law and its Articles
Approval by Company Stockholders. (a) Not later than the first Business Day following the day of the issuance by Parent of a press release announcing the transactions contemplated hereby, following the execution of this Agreement, the Company shall send (either electronically, priority U.S. mail or via overnight courier or similar service) (i) to each holder of Company Capital Stock, Company Warrants or Company Options (other than Cash-Out Options) a solicitation and investor representation statement substantially in the form of Exhibit F attached hereto (the “Solicitation and Investor Representation Statement”) for the purpose of soliciting by written consent (the “Company Stockholder Written Consents”) the Requisite Stockholder Approval from such holders and together with a Company Owner Representations and Warranties Agreement substantially in the form of Exhibit E-1 attached hereto (the “Company Owner Representations and Warranties Agreement”) for the purpose of obtaining customary representations from such holders to Parent as to whether the holder of Company Capital Stock, Company Warrants or Company Options (other than Cash-Out Options) is an “accredited investor” as such term is defined in Rule 501 under Regulation D. The Company shall use its commercially reasonable best efforts to promptly secure the Requisite Stockholder Approval and use its commercially reasonable efforts to promptly obtain executed copies of the Company Owner Representations and Warranties Agreement and shall take all other action necessary or advisable to secure the Requisite Stockholder Approval no more than three Business Days following the date the Solicitation and Investor Representation Statement is sent by the Company pursuant to this Section 5.9 (the “Stockholder Written Consent Delivery Deadline”). The Solicitation and Investor Representation Statement shall describe this Agreement, the Merger and the transactions contemplated hereby. The Company shall also send to each holder of Company Capital Stock, Company Warrants or Company Options (other than Cash-Out Options), together with the Solicitation and Investor Representation Statement and Company Owner Representations and Warranties Agreement, a Selling Stockholder Agreement substantially in the form of Exhibit E-2 attached hereto (the “Selling Stockholder Agreement”) for the purpose of enabling such holder of Company Capital Stock the right to enjoy the benefits (and be subject to the obligations of) ARTICLE IX hereof and the provisions of the Selli...
Approval by Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the DGCL and its certificate of incorporation and by-laws to solicit the adoption and approval of this Agreement and the Merger by the stockholders of the Company. The Company will use its best efforts to take all action necessary or advisable to secure the vote or consent of its stockholders required by the DGCL to obtain such vote or consent. The Company’s obligations in this Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any proposal for any third party acquisition transaction described in Section 6.1 above. At the request of Parent from time to time, the Company shall apprise Parent of the progress of the Company toward obtaining the adoption and approval of this Agreement and the Merger by the Company’s stockholders and shall provide such documentation thereof as Parent shall reasonably request. The Company shall afford Parent a reasonable opportunity to review and comment upon any written materials delivered to Company Stockholders under this Section 6.2.
(b) The Board of Directors of the Company shall recommend that the Company’s stockholders vote for or consent in writing to the adoption and approval of this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s stockholders vote for or consent in writing to the adoption and approval of this Agreement and the Merger.
Approval by Company Stockholders. Each of the Company Stockholders, which together represent all of the holders of capital stock of the Company as of the date of this Agreement and as of the Effective Time have approved this Agreement and the Merger through the execution and delivery to the Company and Parent of a unanimous written consent.
