Company Stockholder Consent. The Company Stockholder Consent shall have been obtained.
Company Stockholder Consent. (a) By the execution and delivery of this Agreement, each of the Signing Stockholders that is a holder of Company Common Stock hereby adopts and approves this Agreement, the Merger, and the receipt of the Merger Shares as provided for herein in exchange for and full satisfaction of such Company Common Stock in its capacity as a holder of Company Common Stock in accordance with Sections 228(a) and 251 of the DGCL.
(b) By the execution and delivery of this Agreement, each of the Signing Stockholders that is a Preferred Investor Common Stockholder (as defined in the Company Stockholders’ Agreement) hereby adopts and approves this Agreement, the Merger and the Company Certificate Amendment in its capacity as a Preferred Investor Common Stockholder in accordance with the provisions of the Company Stockholders’ Agreement.
(c) By the execution and delivery of this Agreement, each of the Signing Stockholders that is a holder of Series A Preferred Stock hereby (i) adopts and approves this Agreement and the Merger and receipt of Merger Shares as provided for herein in exchange for and full satisfaction of such Series A Preferred Stock in accordance with the provisions of the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights with respect to the Series A Preferred Stock (the “Series A Preferred Stock Certificate of Designations”), and (ii) adopts and approves the Company Certificate Amendment.
(d) By the execution and delivery of this Agreement, each of the Signing Stockholders that is a holder of Series C Preferred Stock hereby (i) adopts and approves this Agreement and the Merger and the receipt of Merger Shares as provided for herein in exchange for and full satisfaction of such Series C Preferred Stock in accordance with the provisions of the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights with respect to the Series C Preferred Stock (the “Series C Preferred Stock Certificate of Designations”) and (ii) adopts and approves the Company Certificate Amendment.
(e) By the execution and delivery of this Agreement, each of the Signing Stockholders that is a holder of Series D Preferred Stock hereby (i) adopts and approves this Agreement and the Merger and the receipt of the Merger Shares as provided for herein in accordance with the provisions of the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optio...
Company Stockholder Consent. The parties shall have received a duly executed copy of the Company Stockholder Consent.
Company Stockholder Consent. The Company shall ensure that, within 24 hours after the execution and delivery of this Agreement, a stockholder written consent in substantially the form agreed by the parties as of the date hereof (the “Stockholder Written Consent”), duly executed and delivered by the Company Stockholders and containing the Company Requisite Approval, shall be delivered to Parent on behalf of the Company Stockholders. Concurrently with the delivery of the Stockholder Written Consent to Parent pursuant to the foregoing sentence, the Company shall deliver to Parent an investor representations letter in substantially the form attached hereto as Exhibit F, duly executed by each Company Stockholder that executes the Stockholder Written Consent.
Company Stockholder Consent. The only vote of the Stockholders required to adopt this Agreement and approve the Merger will be completed by the Company Stockholder Approval. No other vote of the Stockholders is required by Law, the Charter Documents, organizational documents of the Company, or any Contract to which the Company is a party to adopt this Agreement and approve the Merger.
Company Stockholder Consent. The Company shall use its best efforts to take all lawful action to obtain, as expeditiously as possible, and in any event before 8:00 a.m., Eastern Time, on the day after the date of execution of this Agreement, the Company Stockholder Approval, obtained pursuant to an executed written consent of the Company’s stockholders in lieu of a meeting (the “Written Consent”). Promptly following receipt of the Written Consent, the Company shall cause an officer of the Company to deliver a copy of such Written Consent to the Parent, together with a certificate executed on behalf of the Company by its officer certifying that such Written Consent reflects the Company Stockholder Approval.
Company Stockholder Consent. (a) In connection with the Company Stockholder Consent, the Company shall comply with Section 228 and Section 262 of the DGCL and the Organizational Documents of the Company, including mailing any notices required thereby (the “Company Notices”).
(b) Each Party shall cooperate with the Other Party in the preparation of any Company Notices, including all amendments or supplements thereto. The Company shall prepare the Company Notices as promptly as reasonably practicable following the date of this Agreement. No mailing of any Company Notice (or any amendment or supplement thereto) will be made by the Company without first providing Parent a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all reasonable additions, deletions and changes suggested by Parent in connection therewith. Parent shall, as promptly as reasonably practicable, provide the Company with such information as may be required to be included in any Company Notice. As promptly as reasonably practicable after the date of this Agreement, the Company shall mail or cause to be mailed the Company Notices to its stockholders of record that have not executed the Company Stockholder Consent. If at any time prior to the LLC Merger Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to a Company Notice, so that such Company Notice 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 were made, not misleading, the Party that discovers such information shall promptly notify the Other Party, and the Company shall promptly, to the extent required by applicable Legal Requirements, disseminate such amendment or supplement to the stockholders of the Company. The Parties shall cooperate to cause the mailing of the Company Notices and the filing of the definitive Information Statement to occur on or about the same date.
Company Stockholder Consent. (a) The Company will take all action necessary under all applicable Legal Requirements to give notice of and solicit written consents from its stockholders to approve resolutions to adopt this Agreement and approve the transactions contemplated hereby. Notwithstanding the generality of the foregoing, as soon as commercially practicable (and in any event within five (5) Business Days) following the execution of this Agreement, the Company shall deliver to each Company Stockholder that has not previously executed both the Company Stockholder Consent and the Joinder Agreement a notice and information statement (the “Information Statement”), for such Company Stockholders to be informed of such Company Stockholders’ rights under Section 262 of the Delaware Law and to execute the Stockholder Consent and Joinder Agreement. The Company shall promptly advise Acquirer in writing if at any time prior to the Effective Time the Company obtains knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained therein not misleading.
(b) The Information Statement will include a statement to the effect that the Company Board unanimously recommends that the Company Stockholders adopt this Agreement and approve the Merger and this Agreement (the Company Board’s unanimous recommendation that the Company Stockholders adopt this Agreement and approve the Merger and this Agreement is referred to hereafter as the “Company Board Recommendation”).
Company Stockholder Consent. (a) The Company shall use its reasonable best efforts to obtain the Company Stockholder Approval in the form of a written consent (the “Written Consent”) from the Company Stockholders that entered into the Support Agreements as promptly as practicable, and in any event within two (2) Business Days after the Registration Statement is declared effective by the SEC. The materials submitted to the Company Stockholders in connection with the Written Consent shall be subject to the prior review and comment by Parent and shall include the Company Board Recommendation; the Company shall not utilize any such materials without the prior consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Reasonably promptly following receipt of the Written Consent, but no more than two (2) Business Days after the Registration Statement is declared effective by the SEC, the Company shall deliver a copy of such Written Consent, executed by the Company Stockholders that entered into the Support Agreements, to Parent.
(b) Reasonably promptly following receipt of the Written Consent, the Company shall prepare and mail to every Company Stockholder that did not execute the Written Consent the notice required by Sections 228(e) and 262 of the DGCL.
Company Stockholder Consent. Written evidence shall be delivered to Parent, in form and substance satisfactory to Parent, that Company Stockholders who hold not less than 90% of the Shares issued and outstanding immediately prior to the Closing have consented in writing to and approved the Merger, this Agreement, the Escrow Agreement, the other Transaction Documents and the transactions contemplated by any of the foregoing (including, without limitation, the appointment of the Stockholders’ Representative under Section 9.5 hereunder and the Escrow Agreement arrangement);
