Company Stockholder Approvals. The Merger and this Agreement shall have been duly and validly approved and adopted, as required by Applicable Law and the Company Charter Documents, each as in effect on the date of such approval and adoption, by the requisite vote of the holders of Company Capital Stock.
Company Stockholder Approvals. The Company Stockholder Approvals shall have been obtained.
Company Stockholder Approvals. (a) The Company shall (i) use its reasonable best efforts to cause Xxxxxxxxx to obtain the Xxxxxxxxx Lender Approval, and (ii) solicit and use its reasonable best efforts to obtain the Company Stockholder Merger Approval, in each case as soon as practicable after the date of this Agreement. The Company shall deliver to Parent a copy of the Company Written Consents evidencing the Company Stockholder Merger Approval and received from the Company Stockholders as promptly as practicable, and in any event no later than one Business Day, after the Xxxxxxxxx Lender Approval is obtained and the Company Stockholder Merger Approval is effective. The Company shall solicit and use its reasonable best efforts to obtain Company Written Consents executed by each other Company Stockholder, as promptly as practicable following the date on which the Company Stockholder Merger Approval has been obtained, and deliver a copy of each Company Written Consent obtained to Parent by any Company Stockholder.
(b) The materials submitted in connection with obtaining the Company Written Consents from any Company Stockholder shall, subject to the next sentence, include the Company Board Recommendation. Except where the failure to take any such action would, in the reasonable and good faith judgment of the Company Board, after obtaining the advice of legal counsel, constitute a breach of the fiduciary duties of the Company Board under Delaware Law, prior to obtaining the Company Stockholder Merger Approval, neither the Company Board nor any committee thereof shall directly or indirectly (i) withhold or withdraw (or qualify, amend or modify in any manner adverse to Parent) the Company Board Recommendation or publicly propose to do any of the foregoing, (ii) fail to reaffirm to any Company Stockholders the Company Board Recommendation within five Business Days after Parent reasonably requests in writing, or (iii) fail to include the Company Board Recommendation in any materials submitted to any Company Stockholders in connection with obtaining any Company Written Consents from any Company Stockholder (any action described in clause (i), (ii) or (iii) of this Section 5.20 being referred to as a “Company Adverse Recommendation Change”). Nothing contained in this Agreement shall prohibit the Company or the Company Board from making any disclosure to the Company Stockholders if the Company Board, after obtaining the advice of legal counsel, has reasonably and in good faith determined that the ...
Company Stockholder Approvals. Upon the terms set forth in this Agreement, the Company shall (i) use its reasonable best efforts to solicit and obtain the Company Stockholder Approvals in the form of an irrevocable written consent (the “Written Consent”) of each of the Requisite Company Stockholders (pursuant to the Company Holders 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 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 Merger, as soon as reasonably practicable after the Registration Statement is declared effective. The Company shall obtain the Company Stockholder Approvals at such meeting of the stockholders of the Company and shall take all other action necessary or advisable to secure the Company Stockholder Approvals as soon as reasonably practicable after the Registration Statement is declared effective.
Company Stockholder Approvals. Upon the terms set forth in this Agreement, the Company shall use its reasonable best efforts to solicit and obtain the Company Stockholder Approvals, substantially in the form of the Form of Stockholder Written Consent, from the Requisite Company Stockholders within two (2) Business Days of the Proxy Statement / Registration Statement being declared effective by the SEC. Promptly following the receipt of the Company Stockholder Approvals via the executed Form of Stockholder Written Consent from the Requisite Company Stockholders, the Company will prepare (subject to the reasonable approval of Acquiror) and deliver, to the holders of Company Common Stock who have not executed and delivered a Form of Stockholder Written Consent, the notice required by Section 228(e) of the DGCL, which shall include a description of the appraisal rights of such holders available under Section 262 of the DGCL, along with such other information as is required thereunder and pursuant to applicable Law. In the event the Company is not able to obtain the Company Stockholder Approvals in such manner and Acquiror does not elect to exercise its right to terminate this Agreement, 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 and the Transactions, including the Merger, as soon as reasonably practicable, in which case the Company shall obtain the Company Stockholder Approvals at such meeting of the stockholders of the Company and shall take all other action necessary or advisable to secure the Company Stockholder Approvals as soon as reasonably practicable.
Company Stockholder Approvals. (i) The Stockholder Approval shall have been obtained in accordance with applicable Law and the certificate of incorporation and bylaws of the Company.
(ii) The Unaffiliated Stockholder Approval shall have been obtained.
Company Stockholder Approvals. Upon the terms set forth in this Agreement, the Company shall (i) obtain and deliver to OmniLit the Company Stockholder Approvals (x) in the form of an irrevocable written consent (the “Written Consent”) executed by each of the Requisite Stockholders (pursuant to the Company Stockholder Support Agreement) promptly following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to stockholders (and in any event within three (3) Business Days after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders), and (y) in accordance with the terms and subject to the conditions of the Company’s Governing Documents, and (ii) take all other action necessary or advisable to secure the Company Stockholder Approvals as soon as practicable after the Registration Statement is declared effective (and in any event within three (3) Business Days after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders) and, if applicable, any additional consents or approvals of its stockholders related thereto, including enforcing the Company Stockholder Support Agreement.
Company Stockholder Approvals. The Company shall obtain and deliver, and shall cause the Group Companies to obtain and deliver to HCM the Company Stockholder Approvals in accordance with the terms and subject to the conditions of the Group Companies’ Governing Documents.
Company Stockholder Approvals. Upon the terms set forth in this Agreement, the Company shall (i) use its reasonable best efforts to solicit and obtain the Company Stockholder Approval in the form of an irrevocable written consent (the “Written Consent”) of each of the Required Company Stockholders (pursuant to the executed Support Agreements) promptly following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to stockholders, or (ii) in the event the Company is not able to obtain the Written Consent within five Business Days of the Registration Statement having been declared effective, the Company shall duly convene a meeting of the Company Stockholders 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, as soon as reasonably practicable after the Registration Statement is declared effective. If such meeting of the Company Stockholders is convened, the Company shall obtain the Company Stockholder Approval at such meeting of the Company Stockholders and shall take all other action necessary or advisable to secure the Company Stockholder Approval as soon as reasonably practicable after the Registration Statement is declared effective.
Company Stockholder Approvals. The Company shall have obtained both (i) the Company Stockholder Approval and (ii) the affirmative vote to adopt the Agreement of a majority of the number of shares of Company Common Stock present in person or by proxy and voting at the Company Stockholders Meeting which are held by holders other than the Excluded Stockholders (the “Special Stockholder Approval” and, together with the Company Stockholder Approval, the “Company Stockholder Approvals”).
