Company Member Approval. The Company Member Approval shall have been obtained.
Company Member Approval. This Agreement shall have been approved and adopted, and the Merger shall have been duly approved, by the requisite vote under applicable law, by the members of the Company.
Company Member Approval. The Written Consent shall have been delivered to Acquiror.
Company Member Approval. The Company Member Approval shall have been obtained in accordance with applicable law and the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of the Company.
Company Member Approval. This Agreement and the Asset Purchase shall have been approved and adopted by the Members of the Company by the requisite vote under applicable law and the Company's Organizational Documents.
Company Member Approval. This Agreement and the transactions contemplated hereby shall have been duly approved by the Required Company Vote.
Company Member Approval. (a) Promptly following, but in no event later than seventy-two (72) hours after the execution and delivery of this Agreement, the Company shall obtain and deliver to Parent (i) the Member Approval, which Member Approval shall specifically include a provision providing that each such Person executing the Member Approval agrees to execute a Joinder and be bound by all the terms and provisions of this Agreement and agrees that each such Person shall be considered a Company Indemnitor, and (ii) Xxxxxxxx to this Agreement executed by all Members of the Company.
Company Member Approval. The Company shall, as promptly as practicable after the SEC Approval Date, give notice in accordance with the TBOC and the Company’s Charter Documents to all the Company Members calling for a special meeting of such members to consider and vote upon the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Member Meeting”). The Company and its managers shall cause the Company Member Meeting to take place in accordance with the foregoing and in compliance with the Securities Act, the TBOC and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Member Approval at the Company Member Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall be permitted to obtain the Company Member Approval, without a need for calling a Company Member Meeting, by obtaining the written consent of holders of Company Membership Interests representing the Company Member Approval that is executed and delivered by such holders after the SEC Approval Date; provided, that, in the event that the Company elects to obtain the Company Member Approval pursuant to such written consent, consents with respect to this Agreement, the Merger and the other transactions contemplated hereby will be solicited from all holders of Company Membership Interests. The Company shall use its commercially reasonable efforts to cause the Company Members to (i) to vote (in person, by proxy or by action by written consent, as applicable) all of their Company Membership Interests in favor of, and adopt, the Merger and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger and (ii) to execute and deliver all related documentation and take such other action in support of the Merger as shall reasonably be requested by the Company in connection with the Merger.
Company Member Approval. (6) The execution and delivery of this Agreement and the other Company Transaction Documents by the Company does not, and the consummation of the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the Company or any of the membership interests of the Company or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of any benefit under, or require any consent, approval, or waiver from any Person pursuant to, (A) any provision of the Company's Governing Documents, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to any of the assets of the Company ox (C) any Applicable Law.
Company Member Approval. (a) Member Written Consent. Promptly (and in any event within one (1) Business Day) following the execution of this Agreement, the Company shall deliver to Parent the Member Written Consent.
