Common use of Board Approval; Stockholder Approval Clause in Contracts

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors has taken all action required in order to (i) exempt the Purchaser, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined under Section 78.411 et seq of the Nevada Private Corporations Law (the “NPCL”) and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “moratorium,” “control share,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other anti-takeover Laws and regulations of any Governmental Authority. (b) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, is required under the rules of NASDAQ to approve the sale and issuance of the Warrant Shares and the IP Common Shares (collectively, the “Required Vote”). Except for the Required Vote, no approval by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions, whether pursuant to the NPCL, the Articles of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors of the Company has received the opinion of its financial advisor, Legg Xxxox Xxxx Xxxkxx, Xxc., to the effect that, as of the date of such opinion, the Contemplated Transactions are fair from a financial point of view to the holders of the Common Stock other than Affiliates of the Company. (b) Prior to the Closing Date, the Company, its stockholders and its Board of Directors shall have each taken all action required in order to (i) exempt the PurchaserPurchasers, in respect to its their purchase of the Securities and conversion of the Promissory Note and Warrant Series A Preferred Stock and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “"interested stockholder” " status as defined under Section 78.411 et seq of by the Nevada Private Corporations Law (the “NPCL”) Maryland Business Combination Act and (ii) exempt the Contemplated Transactions execution, delivery, and performance of the Company Agreements, and the issuance and conversion of the Series A Preferred Stock, from the requirements of, and from triggering any provisions under, any “"moratorium,” “" "control share,” “" "fair price,” “interested stockholder,” “" "affiliate transaction,” “" "business combination” " or other anti-takeover Laws laws and regulations of, the State of any Governmental AuthorityMaryland, including, without limitation, the Maryland Business Combination Act and the Maryland Control Share Acquisition Act (collectively, "Antitakeover Laws"). (bc) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities shares of the Company entitled to vote on Company's Common Stock (the relevant matters, if such action is taken by written consent, "Required Vote") is required under the rules of MGCL, NASDAQ Rules and the Charter to approve the sale and issuance of the Warrant Shares Contemplated Transactions and the IP Common Shares (collectively, the “Required Vote”)Articles of Amendment. Except for the Required Vote, no approval of the Company Agreements or of the Contemplated Transactions by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions, whether pursuant to the NPCLMGCL, the Articles of Incorporation Charter or Bylaws, the rules and regulations of the FINRANYSE, NASD, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors has taken all action required in order to (i) exempt the Purchaser, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant Series E Preferred Stock and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “"interested stockholder” " status as defined under Section 78.411 et seq of the Nevada Private Corporations General Corporation Law (the “NPCL”"NGCL") and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “"moratorium,” “" "control share,” “" "fair price,” “" "interested stockholder,” “" "affiliate transaction,” “" "business combination” " or other anti-takeover Laws and regulations of any Governmental Authority. (b) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s 's shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, is required under the rules of NASDAQ to approve the sale and issuance of the Warrant Shares and the IP Common Shares Series E Preferred Stock (collectively, the “"Required Vote”"). Except for the Required Vote, no approval by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated TransactionsTransactions (including, without limitation, the consummation of the Board of Directors as set forth on Exhibit B), whether pursuant to the NPCLNGCL, the Articles Certificate of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Purchaser Board of Directors Directors, as well as the Audit Committee of the Purchaser Board of Directors, at a meeting meetings duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company Purchaser and its stockholders and has approved the Contemplated Transactions. The Purchaser Board of Directors has taken all action required in order to (i) exempt the PurchaserSeller, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant and any other securities of the Company Purchaser acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined under Section 78.411 et seq of the Nevada Private Corporations Law (the “NPCL”) and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “moratorium,” “control share,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other anti-takeover Laws and regulations of any Governmental Authority. (b) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the CompanyPurchaser’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company Purchaser entitled to vote on the relevant matters, if such action is taken by written consent, is required under the rules of NASDAQ to approve the sale and issuance of the Warrant Shares and the IP Wecast Common Shares (collectively, the “Required Vote”). Except for the Required Vote, no approval by the holders of any shares of stock of the Company Purchaser is required in connection with the execution or delivery of the Company Wecast Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Wecast Agreements and the Contemplated Transactions, whether pursuant to the NPCL, the Articles of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. . (b) The Board of Directors has taken all action required in order to (i) exempt the Purchaser, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined under Section 78.411 et seq of the Nevada Private Corporations Law (the “NPCL”) and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “moratorium,” “control share,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other anti-takeover Laws laws and regulations of any Governmental Authority. (bc) The affirmative vote of (i) the holders of a majority of the outstanding shares of the Common Stock is required under the DGCL to approve the Amended Certificate of Incorporation and the affirmative vote of the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, Stockholders Meeting is required under the rules of NASDAQ NYSE to approve the sale and issuance of the Warrant Shares and the IP Common Shares Contemplated Transactions (collectively, the “Required Vote”). Except for the Required VoteVote and the consent of certain stockholders of the Company under the Existing Stockholders’ Agreement (which consent has been obtained prior to the date of this Agreement), no approval of the Transaction Agreements or of the Contemplated Transactions by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Transaction Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions, whether pursuant to the NPCLDGCL, the Articles Certificate of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ NYSE or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors of the Company has received the opinion of its financial advisor, Southwest Securities, to the effect that, as of the date of such opinion, the issuance of the Series A Preferred Stock and the Offer are fair from a financial point of view to the holders of the Common Stock other than Affiliates of the Company. (b) The Board of Directors has taken all action required in order to (i) exempt the Purchaser, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant Series A Preferred Stock and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “"interested stockholder” " status as defined under Section 78.411 et seq 203 of the Nevada Private Corporations Law (the “NPCL”) DGCL and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “"moratorium,” “" "control share,” “" "fair price,” “" "interested stockholder,” “" "affiliate transaction,” “" "business combination” " or other anti-takeover Laws laws and regulations of any Governmental Authority. (bc) The affirmative vote of (i) the holders of a majority of the outstanding shares of the Company's Common Stock is required under the DGCL to approve the Articles of Amendment and the affirmative vote of the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, Stockholders Meeting is required under the rules of NASDAQ to approve the sale and issuance of the Warrant Shares and the IP Common Shares Contemplated Transactions (collectively, the “"Required Vote”"). Except for the Required Vote, no approval of the Company Agreements or of the Contemplated Transactions by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions, whether pursuant to the NPCLDGCL, the Articles Certificate of Incorporation or Bylaws, the rules and regulations of the FINRANASD, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors of the Company has received the opinion of its financial advisor, Xxxxx Xxxxxxx & Co., to the effect that, as of the date of such opinion, the issuance of the Series A Preferred Stock is fair from a financial point of view to the Company. (b) As of the Closing Date, the Board of Directors has taken all action required possible under applicable Kentucky law in order to (i) exempt the Purchaser, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant Series A Preferred Stock and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined Transactions and any transaction permitted under Section 78.411 et seq 9.5 from Sections 12-210 through 12-230 of the Nevada Private Corporations Law (the “NPCL”) KBCA and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “"moratorium,” “" "control share,” “" "fair price,” “" "interested stockholder,” “" "affiliate transaction,” “" "business combination” " or other anti-takeover Laws laws and regulations of any Governmental Authority. (bc) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, is Stockholders Meeting required under the rules of NASDAQ to approve the sale and issuance of Contemplated Transactions is the Warrant Shares and the IP Common Shares (collectively, the “"Required Vote”)". Except for the Required Vote, no approval of the Company Agreements or of the Contemplated Transactions by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions, whether pursuant to the NPCLKBCA, the Articles of Incorporation or Bylaws, the rules and regulations of the FINRANASD, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors has taken all action required in order to (i) exempt the Purchaser, in respect to its purchase of the Securities and conversion of the Promissory Note and Warrant and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined under Section 78.411 et seq of the Nevada Private Corporations Law (the “NPCL”) and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “moratorium,” “control share,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other anti-takeover Laws and regulations of any Governmental Authority. (b) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, is required under the rules of NASDAQ to approve the sale and issuance of the Warrant Shares and the IP Common Shares Securities (collectively, the “Required Vote”). Except for the Required Vote, no approval by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated Transactions, whether pursuant to the NPCL, the Articles of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ or otherwise.

Board Approval; Stockholder Approval. (a) The Board of Directors at a meeting duly called and held has unanimously determined the Contemplated Transactions to be advisable and in the best interests of the Company and its stockholders and has approved the Contemplated Transactions. The Board of Directors has taken all action required in order to (i) exempt the PurchaserPurchasers, in respect to its their purchase of the Securities and conversion of the Promissory Note and Warrant Series E Preferred Stock and any other securities of the Company acquired pursuant to the Contemplated Transactions, from “interested stockholder” status as defined under Section 78.411 et seq of the Nevada Private Corporations Law (the “NPCL”) and (ii) exempt the Contemplated Transactions from the requirements of, and from triggering any provisions under, any “moratorium,” “control share,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination” or other anti-takeover Laws and regulations of any Governmental Authority. (b) The affirmative vote of (i) the holders of a majority of the total votes cast in person or by proxy at a meeting of the Company’s shareholders or (ii) the holders of a majority of the outstanding voting securities of the Company entitled to vote on the relevant matters, if such action is taken by written consent, is required under the rules of NASDAQ to approve the sale and issuance of the Warrant Shares and the IP Common Shares Series E Preferred Stock (collectively, the “Required Vote”). Except for the Required Vote, no approval by the holders of any shares of stock of the Company is required in connection with the execution or delivery of the Company Agreements or the consummation of the Contemplated Transactions, and there are no rules and regulations prohibiting the Company Agreements and the Contemplated TransactionsTransactions (including, without limitation, the consummation of the Board of Directors as set forth on Exhibit B and Compensation Committee pursuant to Section 5.4), whether pursuant to the NPCL, the Articles of Incorporation or Bylaws, the rules and regulations of the FINRA, NASDAQ or otherwise.