Common use of Approval of Company Stockholders Clause in Contracts

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. At The Board of Directors of the Company will unanimously recommend to the Company Stockholders that they approve this Agreement and the Merger and the Company shall promptly following the signing of the Agreement obtain written consents from Company Stockholders that hold sufficient number of shares to approve the Merger in accordance with Applicable Law, the Company’s Certificate of Incorporation and Bylaws (the “Requisite Company Stockholder Consent”). Prior to the Closing Date and 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 all other Company Stockholders to obtain their approval of this Agreement and the Transactions, including Merger or otherwise notify the MergerCompany Stockholders of the transactions contemplated by this Agreement and their appraisal rights in connection therewith pursuant to Section 263 of Delaware Law and other Applicable Law. 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”) in form and substance reasonably acceptable to Parent and its Representatives, 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 Parent and the Company agrees to provide promptly to the other such information concerning its business the Company 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 the stockholders of Company Series E Preferred Stock and Company Series E Preferred Warrants and (ii) such other Company Securityholders as required or appropriate under Applicable Lawthe Company. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or PAR3Parent, 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 stockholders of the pertinent partiesCompany, such amendment or supplement.

Approval of Company Stockholders. At Promptly after the earliest practicable date following the Agreement Dateexecution and delivery of this Agreement, which in not event shall exceed two and no later than one (21) business days day following the Agreement Datesuch execution and delivery, and in accordance with Applicable Law, the Company’s Amended Company Charter and Restated Certificate of Incorporation and the Company Bylaws, the Company shall solicit written consents from its stockholders the Company Stockholders to obtain their approval of this Agreement Agreement, the Escrow Agreement, the Merger and the Transactions, including the Mergerrelated matters. In soliciting such written consentconsents, the Board of Directors of the Company will recommend to the stockholders of the Company Stockholders that they approve this Agreement and the TransactionsAgreement, including the Merger and shall use its reasonable best efforts to obtain the approval of the stockholders of the Companyrelated matters. The Company will prepare an information statement (the “Information Statement”) with respect to the solicitation of written consents to approve this Agreement, the Escrow 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 Buyer 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 expeditiously as reasonably practicable after possible following the execution of this Agreement, and in any event no later than one business day following the date of such execution, the Company shall use all commercially reasonable efforts to secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Stockholder Approvals. No later than five (5) Business Days after the Agreement Date, the Company will distribute the Information Statement to (ithe Company Stockholders, including a statement that the Company’s Board of Directors recommended that the Company Stockholders consent in writing to the approval of the adoption of this Agreement and the approval of the Merger, a statement that appraisal rights are available for the Company Capital Stock pursuant to Section 262 of the Delaware Law and a copy of such Section 262, pursuant to Sections 228 and 262(d) holders of Delaware Law, a written notice to all Company Series E Preferred Stockholders that did not execute such written consent informing them that this Agreement, the Merger were adopted and approved by the Company Stockholders and that appraisal rights are available for their Company Capital Stock and Company Series E Preferred Warrants and (ii) such pursuant to Section 262 of Delaware Law, together with any other Company Securityholders as information required or appropriate under by Applicable Law. The Company shall promptly inform Buyer of the date on which the notice described in the preceding sentence was sent. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or PAR3Buyer, 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 partiesCompany Stockholders, such amendment or supplement. The Company shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall not be responsible for the accuracy or completeness of any information concerning Buyer or the Merger Sub furnished by Buyer in writing for inclusion in or with the Information Statement).

Approval of Company Stockholders. At Prior to November 17, 2020, the earliest Company shall deliver to Parent, a true, correct and complete copy of evidence that the Stockholder Approval has been obtained and is in full force and effect. As soon as 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 shall, with the reasonable assistance of this Agreement and the TransactionsParent, 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 (together with any amendments thereof or supplements thereto, the “Information Statement”) to be used in connection with respect (i) soliciting Support Agreements from certain Company Stockholders and soliciting approval of the matters set forth in the Written Consent in order to the solicitation of written consents to approve this Agreement, consummate the Merger and related mattersthe other transactions contemplated hereby, (ii) to facilitate Parent’s proposed issuance of the Parent Common Stock 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 Merger in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder and applicable exemptions under state securities laws for and (iii) the issuance notice of Series C-1 Preferred Stock in the Merger. Each stockholder action taken by written consent and availability of PAR3 appraisal rights and the Company agrees to provide promptly to the other such information concerning its business related disclosures required by Sections 228 and financial statements and affairs as, in the reasonable judgment 262 of the providing party or its counselDGCL. The Information Statement shall include, may be required or appropriate for inclusion in among other things, a description of the Information Statement. As soon as reasonably practicable after the execution terms of this Agreement, the Company will distribute Ancillary Agreements and the transactions contemplated hereby and thereby, and the recommendation of the board of directors of the Company to the Company Stockholders to vote in favor of the approval and adoption of this Agreement and the Merger, the other transactions contemplated hereby and the other matters set forth in the Written Consent. Within five (5) Business Days following the Agreement Date, the Company shall send the Information Statement to (i) holders each Company Stockholder. The parties hereto shall cooperate with each other in connection with the preparation of Company Series E Preferred Stock and Company Series E Preferred Warrants and (ii) such other Company Securityholders as required or appropriate under Applicable Lawthe Information Statement, including by providing information reasonably necessary for the preparation of the Information Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Information StatementStatement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the Company or PAR3Parent, as the case may be, will shall promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing supplement to the pertinent partiesInformation Statement, and the Company shall thereafter deliver to the Company Stockholders such amendment or supplement. No amendment or supplement to the Information Statement shall be made by the Company without the approval of Parent.