Approval of Company Stockholders. The transactions contemplated by this Agreement shall have been duly approved by the requisite affirmative vote of the issued and outstanding shares of the capital stock of the Company; and not more than 10% of the issued and outstanding shares of Company Common Stock shall have been the subject of objection to the transactions hereunder and demand for payment pursuant to statutory appraisal rights.
Approval of Company Stockholders. At the earliest practicable date following the Agreement Date, which in not event shall exceed two (2) business days following the Agreement Date, and in accordance with Applicable Law, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, the Company shall solicit written consents from its stockholders to obtain their approval of this Agreement and the Transactions, including the Merger. In soliciting such written consent, the Board of Directors of the Company will recommend to the stockholders of the Company that they approve this Agreement and the Transactions, including the Merger and shall use its reasonable best efforts to obtain the approval of the stockholders of the Company. The Company will prepare an information statement (the “Information Statement”) with respect to the solicitation of written consents to approve this Agreement, the Merger and related matters, in form and substance reasonably acceptable to PAR3 and its representatives, which shall include as an attachment an investor representation statement to be completed by the holders of Company Series E Preferred Stock and Company Series E Preferred Warrants and delivered to PAR3 for purposes of confirming the availability of an exemption from registration under the Securities Act and state securities laws for the issuance of Series C-1 Preferred Stock in the Merger. Each of PAR3 and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will distribute the Information Statement to (i) holders of Company Series E Preferred Stock and Company Series E Preferred Warrants and (ii) such other Company Securityholders as required or appropriate under Applicable Law. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or PAR3, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to the pertinent parties, such amendment or supplement.
Approval of Company Stockholders. (g) Within 12 hours following the execution and delivery of this Agreement, the Company shall deliver a true, correct and complete executed copy of the Stockholder Consent, evidencing the adoption of this Agreement and approval of the Merger by the Stockholder Approval and the other matters set forth in such Stockholder Consent.
Approval of Company Stockholders. Immediately following the execution of this Agreement, the Company shall deliver to Parent the following materials (collectively, the “Consent Materials”): (i) with respect to each of the stockholders of the Company identified on Schedule 6.1 of the Disclosure Schedules (the “Consenting Stockholders”), a written consent (the “Stockholder Approval”) solely in his, her or its capacity as the holder of all of such Consenting Stockholder’s outstanding shares of Company Common Stock, in favor of approving the Merger under the provisions of the DGCL and the Company’s certificate of incorporation and bylaws, and (ii) a certificate executed on behalf of the Company by its Secretary and certifying that the Stockholder Approval has been obtained in accordance with the DGCL and the Company’s certificate of incorporation and bylaws.
Approval of Company Stockholders. (a) The Company shall use its best efforts to obtain and deliver to Parent within twenty-four (24) hours following the execution and delivery hereof a true, correct and complete executed copy of the Written Consent evidencing the Stockholder Approval.
Approval of Company Stockholders. This Agreement shall have been adopted and approved by the Company Stockholders in the manner required by the DGCL.
Approval of Company Stockholders. Prior to or simultaneously with the execution of this Agreement, holders of 90% or more of the Company Common Stock shall have entered into an amendment of the Stockholders Agreement to amend Section 1K thereof in the manner attached hereto as Annex 11.13. Each of the stockholders listed on Schedule 11.13 is the beneficial owner of the number of shares of Company Common Stock set forth opposite such stockholder's name and such stockholder owns all such shares free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind. Such stockholders have executed a written consent, which has been delivered to Buyer upon execution of this Agreement. 11.14
Approval of Company Stockholders. (a) As soon as reasonably practicable, and in any event within two Business Days following the date hereof, the Company will deliver to the Company Stockholders an information statement (the “Information Statement”) in form and substance reasonably acceptable to Parent and its representatives, which shall solicit the approval of this Agreement and the Merger by the Company Stockholders. The Company shall use commercially reasonable efforts to solicit and obtain the consent of Company Stockholders sufficient in number to adopt this Agreement and approve the Merger in order to enable the Closing to occur as promptly as practicable and shall include in the Company Information Statement the Company Board Recommendation. The Company will give Parent and its representatives reasonable opportunity to review and comment on the Information Statement and the Company will consider in good faith any comments that Parent or its representatives have with respect to the Information Statement. The Company shall promptly inform Parent of the date on which the Information Statement was sent.Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to the Company Stockholders, such amendment or supplement.
Approval of Company Stockholders. (a) The Company shall use its best efforts to obtain within two (2) hours following the execution and delivery hereof executed Written Consents constituting the Stockholder Approval, and upon receipt of the Stockholder Approval shall deliver executed copies thereof to Parent.
Approval of Company Stockholders. Notwithstanding anything to the contrary contained herein, the award of the Granted Interests being made hereby is conditioned, in its entirety, on the approval of the Plan by the stockholders of the Company. The Company shall present the Plan to its stockholders for approval on or before December 31, 2019. If such stockholder approval has not been obtained by such date, this Agreement and the award of the Granted Interests shall automatically terminate, with no liability of either party hereto, other than liability for a breach of this Agreement by either party occurring prior to such termination. 2.
