Company Equityholder Approval. The Company Equityholder Approval obtained pursuant to the Company Written Consent shall continue to be valid and effective in its entirety and shall not otherwise have been rescinded, revoked or repudiated.
Company Equityholder Approval. Upon the terms set forth in this Agreement, the Company shall (i) use its reasonable best efforts to solicit and obtain the Company Equityholder Approval in the form of an irrevocable written consent (the “Written Consent”) of each of the Requisite Company Equityholders (pursuant to the Company Equityholders Support Agreement) as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, or (ii) in the event the Company is not able to obtain the Written Consent, the Company shall duly convene a meeting of the equityholders of the Company for the purpose of voting solely upon the adoption of this Agreement, the other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Transactions, as soon as reasonably practicable after the Registration Statement is declared effective. The Company shall obtain the Company Equityholder Approval at such meeting of the equityholders of the Company and shall take all other action necessary or advisable to secure the Company Equityholder Approval as soon as reasonably practicable after the Registration Statement is declared effective. 71
Company Equityholder Approval. Upon the terms set forth in this Agreement, the Company shall (i) (A) use its reasonable best efforts to solicit and obtain the Company Equityholder Approval in the form of the Written Consent attached hereto as Exhibit H (with such changes as may be agreed in writing by Acquiror and the Company) (the “Company Written Consent”) promptly (and in any event within three (3) Business Days) following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to shareholders and (B) prepare and deliver to each holder of the Company’s capital stock that has not executed the Written Consent an information statement containing notice of the receipt of the Company Equityholder Approval and such other information as may be required to be included therein by applicable Law (including Section 228(e) and Section 262 of the DGCL), or (ii) in the event the Company is not able to obtain the Company Written Consent, the Company shall duly convene a meeting of the stockholders of the Company for the purpose of voting solely upon the adoption of this Agreement, the other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Mergers and the Restated Certificate, as soon as reasonably practicable after the Registration Statement is declared effective, and shall provide stockholders of the Company with any materials required by applicable Law and the Governing Documents of the Company in connection with such meeting. If such meeting of the stockholders of the Company is convened, the Company shall obtain the Company Equityholder Approval at such meeting of the stockholders of the Company and shall take all other action necessary or advisable to secure the Company Equityholder Approval as soon as reasonably practicable after the Registration Statement is declared effective. The Company agrees that if the Company Equityholder Approval shall not have been obtained at any such meeting, then the Company shall promptly continue to take all such necessary actions, and hold additional meetings in order to obtain the Company Equityholder Approval. The Company shall, through the Company Board, recommend to the stockholders of the Company that they adopt this Agreement (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Company Written Consent. The Company Board shall not (and no committee or subgroup thereof shall) ...
Company Equityholder Approval. (i) The Company shall cause (A) the Written Consent to be duly executed and delivered to the Company by the Requisite Company Equityholders and (B) the Company Equityholder Approval to be obtained, in each case prior to the Company Equityholder Approval Deadline.
Company Equityholder Approval. As promptly as practicable following the execution and delivery of the Written Consent, the Company shall prepare and distribute to the equityholders of the Company who as of the delivery of the Written Consent to Acquiror had not executed and delivered the Written Consent a notice of action by written consent and appraisal rights as required by Sections 228 and 262 of the DGCL, as well as any additional information required by applicable Law or the Governing Documents of the Company (the “Stockholder Notice”). Acquiror shall be provided with a reasonable opportunity to review and comment on the Stockholder Notice and the Acquiror shall cooperate with the Company in the preparation of the Stockholder Notice and promptly provide all reasonable information regarding Acquiror and Merger Sub reasonably requested by the Company.
Company Equityholder Approval. (i) The Board of Directors of the Company shall recommend that the equityholders of the Company vote in favor of this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”), and the Board of Directors of the Company shall not withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Acquiror, the Company Board Recommendation.
