Common use of Buyer Stockholder Approval Clause in Contracts

Buyer Stockholder Approval. (a) Immediately following the execution and delivery of this Agreement and in lieu of calling a meeting of Buyer’s stockholders, Buyer shall (i) submit the Stockholder Written Consent, in the form attached hereto as Exhibit I (the “Stockholder Written Consent”), to Acuitas Group Holdings, LLC (the “Principal Stockholder”) and (ii) use its reasonable best efforts to obtain the Stockholder Written Consent, duly executed by the Principal Stockholder and duly delivered to Buyer in accordance with the Nevada Revised Statutes, from the Principal Stockholder before 9:00 a.m. New York time, on the day immediately following the date of this Agreement. The Parties agree and acknowledge that the Stockholder Written Consent shall be void and of no further effect if this Agreement is terminated in accordance with the terms and conditions hereof. (b) Within five (5) Business Days after the date of this Agreement, Buyer shall file with the SEC a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act (such preliminary information statement and any revised or definitive information statement, the “Information Statement”) relating to the Buyer Stockholder Approval. Seller shall reasonably cooperate with Buyer in the preparation of the preliminary Information Statement, the definitive Information Statement and any amendments or supplements thereto and shall promptly furnish to Buyer the information relating to Seller required by the Exchange Act for inclusion therein. Prior to filing with the SEC, Buyer shall provide Seller and its counsel a reasonable opportunity to review and comment on the Information Statement and shall consider in good faith for inclusion in the Information Statement any comments made by Seller or its counsel that are provided in a timely manner. Buyer shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of shares of Buyer Common Stock entitled thereto as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the SEC if by such date the SEC has not informed Buyer that it intends to review the Information Statement or (ii) if the SEC has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the SEC, informed Buyer that it intends to review the Information Statement, the date on which the SEC confirms that it has no further comments on the Information Statement. Buyer shall notify Seller promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, Buyer shall mail to the holders of shares of Buyer Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the SEC, Buyer shall provide Seller and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall reasonably consider in good faith for inclusion in any amendments or supplements any comments made by Seller or its counsel that are provided in a timely manner. If at any time prior to the Closing any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement 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, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall as promptly as practicable notify the other Party hereto and Buyer shall prepare and file with the SEC such amendment or supplement, in consultation with and subject to review by Seller and its counsel as promptly as practicable and, to the extent required by Law, cause such amendment or supplement to be disseminated to the holders of shares of Buyer Common Stock entitled thereto. Notwithstanding the foregoing, in the event that this Agreement is terminated in accordance with the terms and conditions hereof, Buyer shall not be required, after the date of termination, to prepare, file and mail the Information Statement pursuant to this Section 4.7(b).

Buyer Stockholder Approval. (a) Immediately following the execution and delivery of this Agreement and in lieu of calling a meeting of Buyer’s stockholders, Buyer shall (i) submit the Stockholder Written Consent, in the form attached hereto as Exhibit I (the “Stockholder Written Consent”), to Acuitas Group Holdings, LLC (the “Principal Stockholder”) and (ii) use its reasonable best efforts to obtain the Stockholder Written Consent, duly executed by the Principal Stockholder and duly delivered to Buyer in accordance with the Nevada Revised Statutes, from the Principal Stockholder before 9:00 a.m. New York time, on the day immediately following the date of this Agreement. The Parties agree and acknowledge that the Stockholder Written Consent shall be void and of no further effect if this Agreement is terminated in accordance with the terms and conditions hereof. (b) Within five (5) Business Days after Following the date of this Agreement, Buyer shall file with the SEC a preliminary information statement take, in accordance with Regulation 14C promulgated under applicable Law, the applicable rules of NASDAQ Global Select and the certificate of incorporation and bylaws of Buyer, all action necessary to establish a record date for, and to duly call, give notice of, and convene a special meeting of its stockholders as promptly as practicable (and in any event such meeting to be convened within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Company) solely for the purpose of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Buyer’s stockholders in order to permit consummation of the Exchange Act Merger and the transactions contemplated hereby (such preliminary information statement and including any revised adjournment or definitive information statementpostponement thereof, the “Information StatementBuyer Meeting”) relating to ), and shall, through the Buyer Stockholder Approval. Seller shall reasonably cooperate with Buyer in Board, recommend to its stockholders the preparation approval of this Agreement and the preliminary Information Statement, transactions contemplated hereby (including the definitive Information Statement Merger) and any amendments or supplements thereto and shall promptly furnish to Buyer the information relating to Seller required by the Exchange Act for inclusion therein. Prior to filing with the SEC, Buyer shall provide Seller and use its counsel a reasonable opportunity to review and comment on the Information Statement and shall consider in good faith for inclusion in the Information Statement any comments made by Seller or its counsel that are provided in a timely manner. Buyer shall use reasonable best efforts to respond as promptly as practicable solicit such approval by such stockholders. (ii) Buyer Board shall at all times prior to and during the Buyer Meeting recommend approval by the stockholders of Buyer of this Agreement and the transactions contemplated hereby (including the Merger) and any comments other matters required to be approved by Buyer’s stockholders for consummation of the SEC Merger and the transactions contemplated hereby (the “Buyer Recommendation”) and the Proxy Statement-Prospectus shall include the Buyer Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Buyer Stockholder Approval, Buyer will not adjourn or postpone the Buyer Meeting unless Buyer Board reasonably determines in good faith, after consultation with respect and having considered the advice of counsel that failure to do so would be inconsistent with its fiduciary duties under applicable Law. (iii) Buyer shall adjourn or postpone (and may only adjourn or postpone) the Information Statement and to cause Buyer Meeting, (1) if, as of the Information Statement in definitive form to be mailed to the holders of time for which such meeting is originally scheduled, there are insufficient shares of Buyer Common Stock entitled thereto as promptly as reasonably practicable after represented (ieither in person or by proxy) to constitute a quorum necessary to conduct the tenth business of such meeting, (10th2) calendar day after if on the initial filing date of the preliminary Information Statement with the SEC if by such date the SEC meeting Buyer has not informed received proxies representing a sufficient number of shares necessary to obtain the Requisite Buyer that it intends to review the Information Statement Stockholder Approval or (ii3) if the SEC has, by the tenth (10th) calendar day after to allow reasonable additional time for the filing of the initial preliminary Information Statement with the SEC, informed Buyer that it intends to review the Information Statement, the date on which the SEC confirms that it has no further comments on the Information Statement. Buyer shall notify Seller promptly of (and in any event no more than one (1) Business Day after) the receipt or mailing of any comments from the SEC supplemental or its staff amended disclosure that Buyer has determined after consultation with outside legal counsel is reasonably likely to be required under Law and of any request for such supplemental or amended disclosure to be disseminated and reviewed by the SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, Buyer shall mail to the holders of shares stockholders of Buyer Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the SEC, Buyer shall provide Seller and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall reasonably consider in good faith for inclusion in any amendments or supplements any comments made by Seller or its counsel that are provided in a timely manner. If at any time prior to the Closing any event Buyer Meeting. For the avoidance of doubt, nothing in this Section 5.04(b) shall occurlimit Buyer’s obligation to ensure that the Buyer Meeting is called, or fact or information shall be discoverednoticed, that should be set forth in an amendment or supplement to convened, held and ultimately conducted for purposes of considering and voting upon the Information Statement so that such document would not include any misstatement approval of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall as promptly as practicable notify the other Party hereto and Buyer shall prepare and file with the SEC such amendment or supplement, in consultation with and subject to review by Seller and its counsel as promptly as practicable and, to the extent required by Law, cause such amendment or supplement to be disseminated to the holders of shares of Buyer Common Stock entitled thereto. Notwithstanding the foregoing, in the event that this Agreement is terminated in accordance with and the terms and conditions hereof, Buyer shall not be required, after transactions contemplated hereby (including the date of termination, to prepare, file and mail the Information Statement pursuant to this Section 4.7(bMerger)).

Buyer Stockholder Approval. (a) Immediately following the execution and delivery of this Agreement and in lieu of calling a meeting of Buyer’s stockholders, Buyer shall either (ix) submit if Buyer shall have obtained the Stockholder Written Consent, in prior written consent of the form attached hereto as Exhibit I requisite stockholders (the “Stockholder Written Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of Buyer of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the sixtieth (60th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than ninety (90) calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of stockholders of Buyer (the “Stockholder Meeting”), to Acuitas Group Holdings, LLC which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Closing Date (the “Principal StockholderStockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to Seller. The proxy statement, if any, shall solicit each of Buyer’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the securities in compliance with the rules and regulations of Nasdaq (ii) without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively)(such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and Buyer shall use its reasonable best efforts to obtain the Stockholder Written Consent, duly executed by the Principal Stockholder and duly delivered to Buyer in accordance with the Nevada Revised Statutes, from the Principal Stockholder before 9:00 a.m. New York time, on the day immediately following the date solicit its stockholders’ approval of this Agreement. The Parties agree and acknowledge that the Stockholder Written Consent shall be void and of no further effect if this Agreement is terminated in accordance with the terms and conditions hereof. (b) Within five (5) Business Days after the date of this Agreement, Buyer shall file with the SEC a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act (such preliminary information statement and any revised or definitive information statement, the “Information Statement”) relating to the Buyer Stockholder Approval. Seller shall reasonably cooperate with Buyer in the preparation of the preliminary Information Statement, the definitive Information Statement and any amendments or supplements thereto and shall promptly furnish to Buyer the information relating to Seller required by the Exchange Act for inclusion therein. Prior to filing with the SEC, Buyer shall provide Seller and its counsel a reasonable opportunity to review and comment on the Information Statement and shall consider in good faith for inclusion in the Information Statement any comments made by Seller or its counsel that are provided in a timely manner. Buyer shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement resolutions and to cause the Information Statement in definitive form Board of Directors of Buyer to recommend to the stockholders that they approve such resolutions. Buyer shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite Xxxxx’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, Buyer shall cause an additional Stockholder Meeting to be mailed held on or prior to the holders of shares of Buyer Common Stock entitled thereto as promptly as reasonably practicable after one hundred and sixtieth (i) the tenth (10th160th) calendar day after the initial filing of Closing Date. If, despite Xxxxx’s reasonable best efforts the preliminary Information Statement with the SEC if by Stockholder Approval is not obtained after such date the SEC has not informed Buyer that it intends to review the Information Statement or (ii) if the SEC has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the SEC, informed Buyer that it intends to review the Information Statement, the date on which the SEC confirms that it has no further comments on the Information Statement. Buyer shall notify Seller promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if requiredsubsequent stockholder meetings, Buyer shall mail to the holders of shares of Buyer Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the SEC, Buyer shall provide Seller and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall reasonably consider in good faith for inclusion in any amendments or supplements any comments made by Seller or its counsel that are provided in a timely manner. If at any time prior to the Closing any event shall occur, or fact or information shall be discovered, that should be set forth in cause an amendment or supplement to the Information Statement 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, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall as promptly as practicable notify the other Party hereto and Buyer shall prepare and file with the SEC such amendment or supplement, in consultation with and subject to review by Seller and its counsel as promptly as practicable and, to the extent required by Law, cause such amendment or supplement additional Stockholder Meeting to be disseminated to the holders of shares of Buyer Common Stock entitled theretoheld semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the foregoing, in if such Stockholder Meeting Deadline falls on a day that is not a Trading Day, then the event that this Agreement is terminated in accordance with Stockholder Meeting Deadline shall be the terms and conditions hereof, Buyer shall not be required, after the date of termination, to prepare, file and mail the Information Statement pursuant to this Section 4.7(b)next succeeding Trading Day.

Buyer Stockholder Approval. (a) Immediately following If, in the execution and delivery sole discretion of Buyer, acting through its Board of Directors, Buyer determines to submit this Agreement and the transactions contemplated hereby to Buyer's stockholders for approval, or, it shall be determined that such approval is required under applicable law (in lieu of calling a meeting of Buyer’s stockholderseither case, the "Buyer Stockholder Approval"), Buyer shall (i) submit the Stockholder Written Consent, in the form attached hereto as Exhibit I (the “Stockholder Written Consent”), to Acuitas Group Holdings, LLC (the “Principal Stockholder”) and (ii) use its reasonable best efforts to obtain the Stockholder Written Consent, duly executed by the Principal Stockholder and duly delivered to Buyer in accordance with the Nevada Revised Statutes, from the Principal Stockholder before 9:00 a.m. New York time, on the day immediately soon as practicable following the date of this Agreement. The Parties agree , establish a record date for, duly call, give notice of, convene and acknowledge that hold a meeting of its stockholders (the "Buyer Stockholders Meeting") for the purpose of obtaining the Buyer Stockholder Written Consent shall be void Approval, (ii) through its Board of Directors, recommend to its stockholders the approval and adoption of no further effect if this Agreement is terminated in accordance with and the terms other transactions contemplated hereby and conditions hereof. (biii) Within five (5) Business Days after use its reasonable efforts to solicit the date of this Agreement, Buyer Stockholder Approval. Buyer shall prepare and file with the SEC a preliminary proxy or information statement (in accordance either case, the "Proxy Statement"). The Parent and Seller shall furnish all information concerning the Parent and Seller and the holders of Parent's common stock as may be reasonably requested in connection with Regulation 14C promulgated under any such action and the preparation, filing and distribution of the Exchange Act (such preliminary information statement and any revised Proxy Statement. Buyer will use all reasonable efforts to cause the Proxy Statement to be mailed to Buyer's stockholders as promptly as practicable after being advised that the SEC has no further comments with respect thereto. No filing of, or definitive information statementamendment or supplement to, the “Information Statement”) relating or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by Parent, Seller or Buyer Stockholder Approval. Seller shall reasonably cooperate with Buyer in without providing the preparation of the preliminary Information Statement, the definitive Information Statement and any amendments or supplements thereto and shall promptly furnish to Buyer the information relating to Seller required by the Exchange Act for inclusion therein. Prior to filing with the SEC, Buyer shall provide Seller and its counsel other party a reasonable opportunity to review and comment on the Information Statement and shall consider in good faith for inclusion in the Information Statement any comments made by Seller or its counsel that are provided in a timely mannerthereon. Buyer shall use reasonable best efforts to respond will inform Parent and Seller, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable practicable, provide to any comments Parent and Seller copies of all correspondence and filings with the SEC with respect to the Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of shares of Buyer Common Stock entitled thereto as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the SEC if by such date the SEC has not informed Buyer that it intends to review the Information Statement or (ii) if the SEC has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the SEC, informed Buyer that it intends to review the Information Proxy Statement, the date on which the SEC confirms that it has no further comments on the Information Statement. Buyer shall notify Seller promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, Buyer shall mail to the holders of shares of Buyer Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the SEC, Buyer shall provide Seller and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall reasonably consider in good faith for inclusion in any amendments or supplements any comments made by Seller or its counsel that are provided in a timely manner. If at any time prior to the Closing Date any event shall occurinformation relating to Buyer, Parent or Seller, or fact any of their respective Affiliates, directors or information shall officers, should be discovereddiscovered by Buyer, Parent or Seller, that should be set forth in an amendment or supplement to the Information Statement Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Party party that discovers such information shall as promptly as practicable notify the other Party hereto parties hereto, and Buyer an appropriate amendment or supplement describing such information shall prepare and file be promptly filed with the SEC such amendment or supplement, in consultation with and subject to review by Seller and its counsel as promptly as practicable and, to the extent required by Lawlaw, cause such amendment or supplement to be disseminated to the holders stockholders of shares of Buyer Common Stock entitled thereto. Notwithstanding the foregoing, in the event that this Agreement is terminated in accordance with the terms and conditions hereof, Buyer shall not be required, after the date of termination, to prepare, file and mail the Information Statement pursuant to this Section 4.7(b)Buyer.