Common use of Approval of the Company Shareholders Clause in Contracts

Approval of the Company Shareholders. (a) The Company shall take all action necessary in accordance with this Agreement, California Law, and the Articles of Incorporation and Bylaws of the Company to call, notice, convene, hold and conduct a meeting of the Company Shareholders (the “Company Shareholders Meeting”) or to secure the written consent of the Company Shareholders (the “Company Shareholders Consent”) for the purpose of voting upon approval of the Merger and adoption of this Agreement. The Company shall hold the Company Shareholders Meeting or solicit the Company Shareholders Consent, as the case may be, as soon as practicable and in no event later than 10 business days following the date the California Commissioner issues the Permit. If the Company will call a Company Shareholders Meeting, the Company shall consult with Acquiror regarding the date of the Company Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum and postponements and adjournments not to exceed five business days in the aggregate necessary for the sole purpose of obtaining additional votes in order to obtain the requisite vote of the Company Shareholders necessary to approve the Merger and adopt this Agreement) the Company Shareholders Meeting without the prior written consent of Acquiror. If the Company will call a Company Shareholders Meeting, the Company shall use its reasonable best efforts to solicit from the Company Shareholders proxies to be voted on the approval of the Merger and adoption of this Agreement. The Company’s obligation to call, give notice of, convene, hold and conduct the Company Shareholders Meeting in accordance with this Section 5.11(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction. The Company shall exercise reasonable best efforts to take all other action necessary to secure the vote or consent of the Company Shareholders required to effect each of the transactions contemplated by this Agreement. (b) The Company’s Board of Directors shall unanimously recommend that the Company Shareholders vote in favor of the approval of the Merger and adoption of this Agreement at the Company Shareholders Meeting. Neither the Company’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Acquiror, the unanimous recommendation of the Company’s Board of Directors that the Company Shareholders vote in favor of and approve the Merger and adopt this Agreement. (c) The Company shall obtain and deliver to Acquiror, prior to the mailing or delivery to the Company Shareholders of the Information Statement, a Parachute Payment Waiver substantially in the form attached hereto as Exhibit E (“Parachute Payment Waiver”) from each Person who the Company and Acquiror reasonably agree is, with respect to the Company, any Company Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 5.11(d), and who the Company and Acquiror reasonably agree might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.11(c) of the Company Disclosure Letter). Therefore, within a reasonable period of time after the last Business Day of each month after the date hereof and on or about the date which is five Business Days prior to the expected date on which the Closing will occur, the Company shall, as and to the extent necessary, deliver to Acquiror a revised Schedule 3.16(o) of the Company Disclosure Letter which sets forth each Person who the Company reasonably believes is, with respect to the Company, any Company Subsidiary or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as of the date such revised Schedule 3.16(o) is delivered to Acquiror. (d) The Company shall include in the Information Statement a proposal to be voted on by the Company Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.11(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the promulgated Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations.

Approval of the Company Shareholders. (a) The Company shall take all action necessary in accordance with this Agreement, California Law, and the Articles of Incorporation and Bylaws of the Company to call, notice, convene, hold and conduct a meeting of secure the Company Shareholders (Shareholder Approval pursuant to the “Company Shareholders Meeting”) or Shareholder Consent. The Company's obligation to secure the written consent of the Company Shareholders (the “Company Shareholders Consent”) for the purpose of voting upon approval of the Merger and adoption of this Agreement. The Company shall hold the Company Shareholders Meeting or solicit the Company Shareholders Consent, as the case may be, as soon as practicable and in no event later than 10 business days following the date the California Commissioner issues the Permit. If the Company will call a Company Shareholders Meeting, the Company shall consult with Acquiror regarding the date of the Company Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum and postponements and adjournments not to exceed five business days in the aggregate necessary for the sole purpose of obtaining additional votes in order to obtain the requisite vote of the Company Shareholders necessary to approve the Merger and adopt this Agreement) the Company Shareholders Meeting without the prior written consent of Acquiror. If the Company will call a Company Shareholders Meeting, the Company shall use its reasonable best efforts to solicit from the Company Shareholders proxies to be voted on the approval of the Merger and adoption of this Agreement. The Company’s obligation to call, give notice of, convene, hold and conduct the Company Shareholders Meeting Shareholder Approval in accordance with this Section 5.11(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction. The Company shall deliver an executed Company Shareholder Consent and an executed Company Shareholder Letter from each Company Shareholder listed in Exhibit B-1, which together constitute the Company Shareholder Approval, no later than 5:00 p.m. Pacific Time on the date immediately following the Agreement Date. The Company shall exercise commercially reasonable best efforts to take all other action necessary to secure the vote or consent of the obtain an executed Company Shareholders required to effect Shareholder Consent and an executed Company Shareholder Letter from each of the transactions contemplated by this AgreementCompany Shareholder not listed in Exhibit B-1. (b) The Company’s 's Board of Directors shall unanimously recommend that the Company Shareholders vote in favor of the approval of and approve the Merger and adoption of this Agreement at pursuant to the Company Shareholders MeetingShareholder Consent. Neither the Company’s 's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Acquiror, the unanimous recommendation of the Company’s 's Board of Directors that the Company Shareholders vote in favor of and approve the Merger and adopt this Agreement. (c) The Company shall use commercially reasonable efforts to obtain and deliver to Acquiror, prior to the mailing or delivery to the Company Shareholders initiation of the Information Statementrequisite shareholder approval procedure under Section 5.11(d), a Parachute Payment Waiver substantially Waiver, in the a form attached hereto as Exhibit E (“Parachute Payment Waiver”) reasonably acceptable to Acquiror, from each Person who the Company and or Acquiror reasonably agree believes is, with respect to the Company, any Company Subsidiary and/or any ERISA Affiliate, a “"disqualified individual” " (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 5.11(d), and who the Company and Acquiror reasonably agree believes might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.11(c) of the Company Disclosure Letter). Therefore, within a reasonable period of time after the last Business Day of each month after the date hereof and on or about the date which is five Business Days prior to the expected date on which the Closing will occur, the Company shall, as and to the extent necessary, deliver to Acquiror a revised Schedule 3.16(o) of the Company Disclosure Letter which sets forth each Person who the Company reasonably believes is, with respect to the Company, any Company Subsidiary or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as of the date such revised Schedule 3.16(o) is delivered to Acquiror. (d) The Company shall include in use commercially reasonable efforts to obtain the Information Statement a proposal to be voted on approval by such number of shareholders of the Company Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.11(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the promulgated proposed Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such proposed Treasury Regulations.

Approval of the Company Shareholders. (a) The Company shall take all action necessary in accordance with this Agreement, California the Utah Law, and the Articles of Incorporation and Bylaws of the Company to call, notice, convene, hold and conduct a meeting of the Company Shareholders (the “Company Shareholders Meeting”) or to secure the written consent of the Company Shareholders (the “Company Shareholders Consent”"COMPANY SHAREHOLDERS MEETING") for the purpose of voting upon approval of the Merger and adoption of this Agreement. The Company shall hold the Company Shareholders Meeting or solicit the Company Shareholders Consent, as the case may be, as soon as practicable and in no event later than 10 business 30 days following the date the California Commissioner issues the PermitAgreement Date. If the Company will call a Company Shareholders Meeting, the The Company shall consult with Acquiror regarding the date of the Company Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum and postponements and adjournments not to exceed five business days in the aggregate necessary for the sole purpose of obtaining additional votes in order to obtain the requisite vote of the Company Shareholders necessary to approve the Merger and adopt this Agreement) the Company Shareholders Meeting without the prior written consent of Acquiror. If the Company will call a Company Shareholders Meeting, the The Company shall use its commercially reasonable best efforts to solicit from the Company Shareholders proxies to be voted on the approval of the Merger and adoption of this Agreement. The Company’s 's obligation to call, give notice of, convene, hold and conduct the Company Shareholders Meeting in accordance with this Section 5.11(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction. The Company shall exercise commercially reasonable best efforts to take all other action necessary to secure the vote or consent of the Company Shareholders required to effect each of the transactions contemplated by this Agreement. (b) The Company’s 's Board of Directors shall unanimously recommend that the Company Shareholders vote in favor of the approval of the Merger and adoption of this Agreement at the Company Shareholders Meeting. Neither the Company’s 's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Acquiror, the unanimous recommendation of the Company’s 's Board of Directors that the Company Shareholders vote in favor of and approve the Merger and adopt this Agreement. (c) The Company shall obtain and deliver to Acquiror, prior to the mailing or delivery to the Company Shareholders of the Information Statementproxy statement for the Company Shareholders Meeting (the "COMPANY PROXY STATEMENT"), a Parachute Payment Waiver substantially in the form attached hereto as Exhibit E D (“Parachute Payment Waiver”"PARACHUTE PAYMENT WAIVER") from each Person who the Company and Acquiror reasonably agree is, with respect to the Company, any Company Subsidiary and/or any ERISA Affiliate, a “"disqualified individual” " (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 5.11(d), and who the Company and Acquiror reasonably agree might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.11(c) of the Company Disclosure Letter). Therefore, within a reasonable period of time after the last Business Day of each month after the date hereof and on or about the date which is five Business Days prior to the expected date on which the Closing will occur, the Company shall, as and to the extent necessary, deliver to Acquiror a revised Schedule 3.16(o) of the Company Disclosure Letter which sets forth each Person who the Company reasonably believes is, with respect to the Company, any Company Subsidiary or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as of the date such revised Schedule 3.16(o) is delivered to Acquiror. (d) The Company shall include in the Information Company Proxy Statement a proposal to be voted on by the Company Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code (the “"280G Proposal”PROPOSAL") so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.11(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the promulgated proposed Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such proposed Treasury Regulations. (e) On the Agreement Date, the Company shall take all corporate action on the part of its board of directors and shareholders necessary to amend its Bylaws such that the Control Shares Acquisition Act of the State of Utah does not apply to control share acquisitions of shares of the Company, including pursuant to the Voting Agreement and Proxy (as defined in the Voting Agreement). Within 14 days after the Agreement Date, the Company shall deliver to Acquiror a Voting Agreement and Proxy executed by any one or more Company Shareholders listed on Exhibit B-1, owning as of the date of their respective entry into the Voting Agreement and Proxy, an aggregate number of shares of Company Capital Stock equal to not less than: (i) a majority of the outstanding Company Series A Stock, (ii) a majority of the outstanding Company Series C Stock, and (iii) 70% of the aggregate voting power, on an as-converted-to-Company-Common-Stock basis, of the outstanding Company Capital Stock, and in the event that the Company fails to do so, then the Company shall, within 16 days after the Agreement Date, pay $4,500,000 to Acquiror in immediately available funds by check or wire transfer. The Company acknowledges its awareness of the provisions of the Voting Agreement and, to the extent permitted by law, shall recognize, and shall not contest, the voting by Acquiror of the Subject Shares (as defined in the Voting Agreement) through the use of the Proxy, in accordance with the terms of the Voting Agreement and the Proxy, at the Company Shareholders Meeting.

Approval of the Company Shareholders. (a) The As soon as reasonably practicable after the declaration of effectiveness of the registration statement on Form S-4, the Company shall take all action necessary in accordance with this Agreement, California Oregon Law, and the Articles of Incorporation and Bylaws of the Company to call, notice, convene, hold and conduct a meeting of obtain the Company Shareholders (the “Company Shareholders Meeting”) or to secure the written consent of the Company Shareholders (the “Company Shareholders Consent”) Requisite Shareholder Approval for the purpose adoption of voting upon this Agreement and approval of the Merger and adoption of this Agreement. The Company shall hold the Company Shareholders Meeting or solicit the Company Shareholders Consent, as the case may be, as soon as practicable and in no event later than 10 business days following the date the California Commissioner issues the Permit. If the Company will call a Company Shareholders Meeting, the Company shall consult with Acquiror regarding the date of the Company Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum and postponements and adjournments not to exceed five business days in the aggregate necessary for the sole purpose of obtaining additional votes in order to obtain the requisite vote of the Company Shareholders necessary to approve the Merger and adopt this Agreement) the Company Shareholders Meeting without the prior written consent of Acquiror. If the Company will call a Company Shareholders Meeting, the Company shall use its reasonable best efforts to solicit from the Company Shareholders proxies to be voted on the approval of the Merger and adoption of transactions contemplated by this Agreement. The Company’s obligation to call, give notice of, convene, hold and conduct obtain the Company Shareholders Meeting in accordance with this Section 5.11(a) Requisite Shareholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction. The Company shall exercise reasonable best efforts to take all other Acquisition Proposal or any subsequent action necessary to secure by the vote or consent Company’s Board of the Company Shareholders required to effect each of the transactions contemplated by this AgreementDirectors. (b) (i) The Company’s Board of Directors shall unanimously recommend that the Company Shareholders vote in favor of the approval of the Merger and adoption of this Agreement at (the “Company Board Recommendation”); (ii) subject to the provisions of the second sentence of this Section 6.2(b), the Proxy Statement/Prospectus and any other disclosure document distributed to the Company Shareholders Meeting. Neither in connection with this transaction shall include a statement to the effect that the Company’s Board of Directors has recommended that the Company Shareholders vote in favor of and approve and adopt this Agreement and approve the Merger; and (iii) subject to the provisions of the second sentence of this Section 6.2(b), neither the Company’s Board of Directors nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify, modify in a manner adverse to AcquirorParent, the unanimous recommendation of the Company’s Board of Directors that the Company Shareholders vote in favor of and approve the approval of the Merger and adopt adoption of this Agreement. (c) The Company shall obtain and deliver to Acquiror. Notwithstanding the foregoing, prior to receipt by the mailing Company of the Requisite Shareholder Approval approving the Merger and adopting this Agreement, the Company’s Board of Directors may withhold, withdraw, amend or delivery modify its recommendation to the Company Shareholders if (i) it receives an unsolicited written Acquisition Proposal and reasonably concludes in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated (taking into account all legal, financial and regulatory aspects of the Information Statementproposal, a Parachute Payment Waiver substantially in the form attached hereto as Exhibit E (“Parachute Payment Waiver”) from each Person who the Company and Acquiror reasonably agree is, with respect to the Company, any Company Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G likelihood of the Code proposal being financed and the regulations promulgated thereunder), as determined immediately prior to Person making the initiation of the requisite shareholder approval procedure under Section 5.11(dproposal), and who the Company and Acquiror reasonably agree might otherwise receivewould, have receivedif consummated, or have the right or entitlement result in a transaction more favorable to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.11(c) of the Company Disclosure Letter). Therefore, within a reasonable period of time after the last Business Day of each month after the date hereof and on or about the date which is five Business Days prior to the expected date on which the Closing will occur, the Company shall, as and to the extent necessary, deliver to Acquiror a revised Schedule 3.16(o) of the Company Disclosure Letter which sets forth each Person who the Company reasonably believes is, with respect to the Company, any Company Subsidiary or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as of the date such revised Schedule 3.16(o) is delivered to Acquiror. (d) The Company shall include in the Information Statement a proposal to be voted on by the Company Shareholders as from a financial point of view than the Merger and (ii) it reasonably concludes in good faith (following the receipt of advice from outside counsel) that modification or withdrawal of its recommendation is required by in order to comply with its fiduciary obligations to the terms of Section 280G(b)(5)(B) of the Code Company Shareholders under Oregon Law (the a “280G Superior Proposal”) so as to render the parachute payment provisions ). Page 58 – Agreement and Plan of Section 280G of the Code inapplicable to any Merger and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.11(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the promulgated Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations.Reorganization