Common use of Company Shareholder Approval Clause in Contracts

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI a true and correct copy of a written consent (in the form attached hereto as Exhibit H) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from the Company Shareholders that hold at least a number of Company Shares equal to the Company Required Shareholder Approval (the “Company Shareholder Written Consent”). (b) Promptly following the receipt of the Company Required Shareholder Approval, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL and otherwise reasonably satisfactory to ENVI, which information statement shall include (i) copies of this Agreement and the Proxy Statement / Prospectus, (ii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent.

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) Immediately following the date on which execution of this Agreement by the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”)Company, the Company shall obtain the Required Vote by and deliver to ENVI a true and correct copy through the execution of a written consent (in the form attached hereto as Exhibit H) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from the Company Shareholders that hold at least a number of Written Consent, which shall be irrevocable. The Company Shares equal Shareholders Written Consent shall be delivered by the shareholders to the Secretary of the Company Required Shareholder Approval (on the “date hereof, and a copy of the Company Shareholder Shareholders Written Consent”).Consent shall be delivered by the Company to Parent on the date hereof (b) Promptly following As promptly as practicable after the receipt date of the Company Required Shareholder Approvalthis Agreement, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, statement in form and substance required under the DGCL and otherwise reasonably satisfactory to ENVI, Parent which information statement shall include (i) copies a notice and description of (A) the approval (and, in the case of the Company’s shareholders, the adoption) of this Agreement, the Merger and the other transactions contemplated by this Agreement by the Company’s Board of Directors and Shareholders, (B) the approval and adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement by the Company Shareholders holding sufficient shares to constitute the Required Vote, (C) the Company’s shareholders dissenters’ rights with respect to the Merger under the CCC, and (D) the unanimous recommendation of the Company’s Board of Directors to the Company Shareholders to vote in favor of the approval and adoption of this Agreement and the Proxy Statement / Prospectus, other transactions contemplated hereby; (ii) a description of any dissenters’ rights the payments (if any) that are the subject of the Section 280G shareholder approval (as set forth in Section 6.04(d)); and (iii) a copy of the Company Shareholders available under Section 262 Written Consent providing the Company’s shareholders (other than the Principal Shareholder) the opportunity to approve and adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement and, consequently, to waive any applicable appraisal rights prior to the Effective Time (collectively, the “Information Statement”). The Company shall: (a) cause the Information Statement to comply with applicable legal requirements, and (b) cause the Information Statement to be mailed to the Company’s shareholders as promptly as practicable following the date of this Agreement. Parent will cooperate with the Company in the preparation of the DGCL Information Statement and any other disclosure with respect will provide all information reasonably required to dissenters’ rights required be provided by applicable Law it for inclusion in the Information Statement. The Company shall give Parent and (iii) in accordance with its counsel a reasonable opportunity to review and comment on the requirements of Section 228(e) of Information Statement and shall include all comments from Parent or its counsel that are reasonable under the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consentcircumstances.

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI Pathfinder a true and correct copy of a the Company Shareholder Approval by written consent in lieu of a meeting (in the form attached hereto as Exhibit Hand substance reasonably satisfactory to Pathfinder) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from the Company Shareholders that hold at least a number of Company Shares equal to the Company Required Shareholder Approval (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold, in the aggregate, (i) at least a majority of the issued and outstanding Company Shares, (ii) at least a majority of the issued and outstanding Company Preferred Shares, (iii) at least a majority of the shares held by the Key Stockholders and (iv) at least a majority of the Series E Preferred, in each case, as is required for the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Merger, the Pre-Closing Recapitalization and the termination of any Company Shareholders Agreements and other Company Related Party Transactions set forth on Section 4.2(a) of the Company Disclosure Schedules), in each case, in accordance with the DGCL, the Company’s Governing Documents, and the Company Shareholders Agreements (the “Requisite Shareholder Approval”). The Company, through the unanimous approval of the Company Board, shall recommend to the holders of Company Shares the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party, the transactions contemplated hereby and thereby (including the Merger, the Pre-Closing Recapitalization and the termination of the Company Shareholders Agreements) (the “Company Board Recommendation”). (b) As promptly as reasonably practicable (and in any event prior to the Company Shareholder Transaction Support Agreement Deadline), the Company shall deliver Company Shareholder Transaction Support Agreements, executed and delivered by the Requisite Supporting Stockholders. (c) Promptly following the receipt of the Company Required Shareholder ApprovalWritten Consent, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL in connection with the Merger and otherwise reasonably satisfactory to ENVIPathfinder, which information statement shall include (i) copies of this Agreement and the Proxy Registration Statement / ProspectusProxy Statement, (ii) the Company Board Recommendation, (iii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iiiiv) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent. Prior to the Effective Time, the Company shall use commercially reasonable efforts to obtain a written consent from each Company Shareholder who has not previously delivered the Company Shareholder Written Consent in respect of such Company Shareholder’s approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party, the transactions contemplated hereby and thereby (including the Merger and the Pre-Closing Recapitalization).

Company Shareholder Approval. (ai) As Following the execution of this Agreement, the Company shall take, in accordance with applicable law and its Articles of Incorporation and Code of Regulations, all action necessary to convene a meeting of its shareholders as promptly as reasonably practicable (and in any event within forty-five (545) Business Days) days following the date on which time when the Registration Statement / Proxy Statement is declared effective under becomes effective, subject to extension with the Securities Act (consent of Buyer) to consider and vote upon the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI a true and correct copy approval of a written consent (in the form attached hereto as Exhibit H) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from and any other matter required to be approved by the shareholders of the Company Shareholders that hold at least a number of Company Shares equal in order to consummate the Company Required Shareholder Approval Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholder Written ConsentMeeting”). (bii) Promptly following the receipt of the Company Required Shareholder ApprovalSubject to Section 6.05 hereof, the Company shall prepare use its reasonable best efforts to obtain the requisite vote of the Company’s shareholders to consummate the Merger and deliver to each Company Shareholder who has not executed the other transactions contemplated hereby, and delivered shall ensure that the Company Shareholder Written Consent an information statementMeeting is called, noticed, convened, held and conducted in form compliance with the ORC, the Articles of Incorporation of the Company and substance required under the DGCL Code of Regulations of the Company, and otherwise all other applicable legal requirements. The Company shall keep Buyer updated with respect to the voting results in connection with the Company Meeting as reasonably satisfactory requested by Buyer. (iii) Subject to ENVISection 6.05 hereof, which information statement (A) the Company Board shall include (i) copies of recommend that the Company’s shareholders vote to approve this Agreement and the Proxy Statement / Prospectus, transactions contemplated hereby (iiincluding the Merger) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect matters required to dissenters’ rights required be approved by applicable Law the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Recommendation”), and (iiiB) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered Proxy Statement/Prospectus shall include the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written ConsentRecommendation.

Company Shareholder Approval. The Company agrees to take, in accordance with applicable law, the Articles of Agreement of the Company and the Bylaws of the Company, all action necessary to convene a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company’s shareholders in order to permit consummation of the transactions contemplated by this Agreement (aincluding any adjournment or postponement, the “Company Meeting”) As promptly as reasonably practicable and, subject to Section 5.08, shall take all lawful action to solicit such approval by such shareholders. The Company agrees to use its best efforts to convene the Company Meeting within thirty-five (35) days after the initial mailing of the Proxy Statement/Prospectus to shareholders of the Company pursuant to Section 5.08, and in any event shall convene the Company Meeting within forty-five (545) Business Days) following days after such mailing. Except with the date on which prior approval of Buyer, no other matters shall be submitted for the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI a true and correct copy of a written consent (in the form attached hereto as Exhibit H) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from the Company Shareholders that hold at least a number of Company Shares equal to the Company Required Shareholder Approval (the “Company Shareholder Written Consent”). (b) Promptly following the receipt approval of the Company Required Shareholder Approval, shareholders at the Company Meeting. The Company Board shall prepare at all times prior to and deliver to each Company Shareholder who has not executed and delivered during the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL and otherwise reasonably satisfactory to ENVI, which information statement shall include (i) copies Meeting recommend adoption of this Agreement and by the Proxy Statement / Prospectus, (ii) a description of any dissenters’ rights shareholders of the Company Shareholders available under and shall not withhold, withdraw, amend or modify such recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with such recommendation, except as and to the extent expressly permitted by Section 262 5.11 (a “Change in Recommendation”). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered for their approval at the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute Meeting and nothing contained herein shall be deemed to relieve the Company Shareholder Written Consentof such obligation.

Company Shareholder Approval. (a) As The Company shall, as promptly as reasonably practicable after the SEC Approval Date, give notice in accordance with the applicable provisions of the Corporate Law and the Company’s Charter Documents to all of its shareholders calling for an extraordinary general meeting of such shareholders to consider and vote upon this Agreement and the Mergers and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (and in any event within five (5) Business Days) following the date on which “Company Shareholder Meeting”). The Company shall timely send copies of the Registration Statement / Proxy Statement is declared effective under and all other relevant information and documentation to its stockholders in connection with the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”)Meeting. The Company and its board of directors shall cause the Company Shareholder Meeting to take place in accordance with the foregoing and in compliance with the Corporate Law and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Shareholder Approval at the Company Shareholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall be permitted to obtain and deliver to ENVI the Company Shareholder Approval, without a true and correct copy of need for calling a Company Shareholder Meeting, by obtaining the written consent of holders of two thirds (2/3) of the issued and outstanding Company Ordinary Shares that is executed and delivered by such holders after the SEC Approval Date and after the Registration Statement is delivered to such holders; provided, that, in the form attached hereto as Exhibit H) adopting and approving event that the Company elects to obtain the Company Shareholder Approval pursuant to such written consent, consents with respect to this Agreement Agreement, the Mergers, and the other transactions contemplated hereby (including the Merger) will be solicited from the Company Shareholders that hold at least a number all holders of Company Shares equal to the Company Required Shareholder Approval (the “Company Shareholder Written Consent”)Ordinary Shares. (b) Promptly following the receipt of the Company Required Shareholder Approval, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL and otherwise reasonably satisfactory to ENVI, which information statement shall include (i) copies of this Agreement and the Proxy Statement / Prospectus, (ii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent.

Company Shareholder Approval. (a) As Following the execution of this Agreement, the Company shall take, in accordance with applicable law and its Restated Articles of Organization and Bylaws, all action necessary to convene a special meeting of its shareholders as promptly as reasonably practicable (and in any event within forty-five (545) Business Days) days following the date on which time when the Registration Statement / Proxy Statement is declared effective under becomes effective, subject to extension with the Securities Act (consent of Buyer) to consider and vote upon the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI a true and correct copy approval of a written consent (in the form attached hereto as Exhibit H) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from and any other matter required to be approved by the shareholders of the Company Shareholders that hold at least a number of Company Shares equal in order to consummate the Company Required Shareholder Approval Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholder Written ConsentMeeting”). (b) Promptly following the receipt of the Company Required Shareholder ApprovalSubject to Section 6.7 hereof, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered ensure that the Company Shareholder Written Consent an information statementMeeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in form connection with the Company Meeting are solicited in compliance with the MBCA, the Restated Articles of Organization and substance required under Bylaws of the DGCL Company, and otherwise reasonably satisfactory all other applicable legal requirements. (c) Subject to ENVISection 6.7 hereof, which information statement shall include (i) copies of the Company Board shall recommend that the Company’s shareholders vote to approve this Agreement and the Proxy Statement / Prospectustransactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Recommendation”), and (ii) a description of any dissenters’ rights of the Proxy Statement/Prospectus shall include the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written ConsentRecommendation.

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the The Company shall obtain and deliver to ENVI a true and correct copy of a written consent (in the form attached hereto as Exhibit H) adopting and approving promptly submit this Agreement and the transactions contemplated hereby to its Company Shareholders for approval and adoption as provided by Delaware Law, and the certificate of incorporation and bylaws of the Company. The Company shall use its reasonable best efforts (including which shall not include a requirement it provide any special monetary consideration to any Company Shareholder not provided by this Agreement or the Ancillary Agreements) to obtain the consent of its Company Shareholders sufficient to approve this Agreement, the Ancillary Agreements, the Merger) from , and the Transactions and to enable the Closing to occur as promptly as practicable. The Solicitation Materials to be submitted to the Company Shareholders that hold at least a number in connection with the solicitation of Company Shares equal to the Company Required Shareholder Approval (the “Company Shareholder Written Consent”). (b) Promptly following the receipt their approval of the Company Required Shareholder ApprovalMerger and this Agreement shall be subject to review and approval by Sybase and shall include information regarding the Company, the Company shall prepare terms of the Merger and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL and otherwise reasonably satisfactory to ENVI, which information statement shall include (i) copies of this Agreement and the Proxy Statement / Prospectus, (ii) a description unanimous recommendation of any dissenters’ rights the Board of Directors of the Company Shareholders available under Section 262 in favor of the DGCL Merger and this Agreement by an affirmative by each director attending the Company's duly convened and conducted Board of Directors meeting or by a written consent of each director not attending such meeting. The Company shall promptly submit for approval by the Company Shareholders by the requisite vote any other disclosure with respect payments of cash or stock contemplated by this Agreement that may be deemed to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of constitute "parachute payments" pursuant to Section 228(e) 280G of the DGCLCode, notice such that all such payments resulting from the transactions contemplated hereby shall not be deemed to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent be "parachute payments" pursuant to Section 280G of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent.Code or shall be exempt from such treatment under such Section 280G.

Company Shareholder Approval. (a) As promptly Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as soon as reasonably practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby, including the Merger (and in including any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Actadjournment or postponement thereof, the “Company Shareholder Written Consent DeadlineMeeting”). Subject to Section 6.08 and the last sentence of this Section 6.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, including preparing and filing a proxy statement with the Securities and Exchange Commission to be used to solicit votes for the Company Meeting (the “Proxy Statement”) and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the MGCL, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. In connection with the Company Meeting, the Company shall obtain prepare and deliver distribute to ENVI a true and correct copy of a written consent (all participants in the form attached hereto as Exhibit HSunnyside Federal Savings and Loan Association of Irvington Employee Stock Ownership Plan (the “ESOP”) adopting and approving maintained by Bank materials for the purpose of permitting the ESOP participants to direct the manner in which the shares of Company stock allocated to their accounts in the ESOP are to be voted. Except with the prior approval of Buyer, no other matters other than those provided for herein shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 6.08, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) from or to use its reasonable best efforts to obtain the Requisite Company Shareholders that hold at least a number of Company Shares equal to the Company Required Shareholder Approval (to consummate the “Company Shareholder Written Consent”)Merger. (b) Promptly following Except to the receipt of the Company Required Shareholder Approvalextent provided otherwise in Section 6.08, the Company Board shall prepare at all times prior to and deliver to each Company Shareholder who has not executed and delivered during the Company Shareholder Written Consent an information statement, in form and substance required under Meeting recommend approval by the DGCL and otherwise reasonably satisfactory to ENVI, which information statement shall include (i) copies shareholders of Company of this Agreement and the Proxy Statement / Prospectus, transactions contemplated hereby (iiincluding the Merger) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure matters required to be approved by Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Recommendation”) and shall not make a Company Subsequent Determination and the Proxy Statement provided to Company Shareholders shall include the Company Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting. Company shall keep Buyer updated with respect to dissenters’ rights required by applicable Law and (iii) the proxy solicitation results in accordance connection with the requirements of Section 228(eCompany Meeting as reasonably requested by Buyer. (c) Company shall adjourn or postpone the Company Meeting, if, as of the DGCLtime for which such meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, notice or if on the date of such meeting Company has not received proxies representing a sufficient number of shares necessary to any obtain the Requisite Company Shareholder who has not executed and delivered Approval. Company shall only be required to adjourn or postpone the Company Shareholder Written Consent Meeting one (1) time pursuant to the first sentence of the corporate action by those this Section 6.04(c). (d) Nothing contained in this Section 6.04 shall prohibit Company Shareholders who did execute or the Company Shareholder Written ConsentBoard from complying with Company’s obligations required under Rules 14d-9 and 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended; provided, however, that this Section 6.04(d) shall not be deemed to permit the Company to make a Company Subsequent Determination except, in each case, to the extent expressly permitted by Section 6.08(e).

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI ARYA a true and correct copy of a written consent (in the form attached hereto as Exhibit HG) adopting and approving this Agreement and the transactions contemplated hereby (including the Merger) from the Company Shareholders that hold at least a number of Company Shares equal to the Company Required Shareholder Approval (the “Company Shareholder Written Consent”). (b) Promptly following the receipt of the Company Required Shareholder Approval, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL and otherwise reasonably satisfactory to ENVIARYA, which information statement shall include (i) copies of this Agreement and the Proxy Registration Statement / ProspectusProxy Statement, (ii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent.

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective The Company shall take all action necessary under the Securities Act (Company Constituent Documents and all applicable Legal Requirements to obtain the fifth (5th) Business Day following written consent of the date Company Shareholders necessary to approve the Registration Statement / Proxy Statement is declared effective under the Securities ActCharter Amendment, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI a true and correct copy principal terms of a written consent (in the form attached hereto as Exhibit H) adopting and approving this Agreement and the transactions contemplated hereby (including Agreement of Merger and approve the Merger) from the Company Shareholders that hold at least a number of Company Shares equal to the Company Required Shareholder Approval Merger (the “Company Shareholder Written Consent”)) and to take all other actions reasonably necessary to secure such approval immediately following the execution by the Company of this Agreement. On the Business Day when the Requisite Shareholder Vote has been obtained, which shall not be later than the date hereof, all such Written Consents will be filed with the secretary of the Company as provided by Section 603 of the CGCL. (b) Promptly following Promptly, but in no event later than two Business Days, after the receipt date of the Company Required Shareholder Approvalthis Agreement, the Company shall prepare and deliver give notice of the taking of the actions described in Section 4.5(a) to each all Company Shareholder who has Shareholders not executed and delivered executing the Company Shareholder Written Consent prior thereto, together with an information statementstatement (i) containing, in form to the extent required by applicable Legal Requirements, an accurate and substance required complete description of the appraisal rights of Company Shareholders, if any, available under Chapter 13 of the DGCL CGCL and otherwise reasonably satisfactory to ENVI, which (ii) soliciting the Written Consent of such Company Shareholders. The information statement shall include (i) copies not contain any untrue statement of this Agreement and a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement / Prospectusstatements therein, (ii) a description of any dissenters’ rights in light of the Company Shareholders available circumstances under Section 262 which they were made, not misleading. The information statement shall comply as to form in all material respects with the provisions of the DGCL CGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iii) in accordance with the requirements of Section 228(e) Legal Requirements. A copy of the DGCL, notice information statement shall be delivered to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written ConsentShareholders’ Representative.

Company Shareholder Approval. (a) As promptly as reasonably practicable (and in any event within five two (52) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the fifth (5th) Business Day following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to ENVI SPAC a true and correct copy of a written consent (in the form attached hereto as Exhibit H) adopting adoption and approving approval of this Agreement and the transactions contemplated hereby (including the Merger) from by the Company Shareholders that hold at least acting by written consent in lieu of a number of Company Shares equal meeting (in form and substance reasonably satisfactory to the Company Required Shareholder Approval SPAC) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold, in the aggregate, the requisite number and type of shares of Company Common Stock as are required for the approval and adoption of this Agreement, the Ancillary Agreements to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Mergers and the Pre-Closing Recapitalization), in accordance with the MBCA and the Company Organizational Documents (the “Company Shareholder Approval”). The Company, through the unanimous approval of the Company Board, shall recommend to the Company Shareholders the approval and adoption of this Agreement, the Ancillary Agreements to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Mergers and the Pre-Closing Recapitalization) (the “Company Board Recommendation”). (b) Promptly following the receipt of the Company Required Shareholder ApprovalWritten Consent, and in any event within five (5) Business Days thereof, the Company shall prepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, in form and substance required under the DGCL MBCA in connection with the Company Merger and otherwise reasonably satisfactory to ENVISPAC, which information statement shall include (i) copies of this Agreement and the Proxy Statement / ProspectusRegistration Statement, (ii) the Company Board Recommendation, (iii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL MBCA and any other disclosure with respect to dissenters’ rights required by applicable Law and (iiiiv) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent. Prior to the SPAC Merger Effective Time, the Company shall use commercially reasonable efforts to obtain a written consent from each Company Shareholder who has not previously delivered the Company Shareholder Written Consent in respect of such Company Shareholder’s approval and adoption of this Agreement, the Ancillary Agreements to which the Company is or will be a party, the transactions contemplated hereby and thereby (including the Mergers and the Pre-Closing Recapitalization).