Company Stockholder Consent. The Company Stockholder Consent shall have been obtained and the Company shall have delivered to Parent evidence thereof that is reasonably acceptable to Parent.
Company Stockholder Consent. The Company Stockholder Consent shall have been obtained.
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 requisite Company Stockholders and containing the Company Stockholder 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. (a). Promptly after, the execution and delivery of this Agreement (and in any event within one (1) Business Day after the date hereof), the Company shall use its reasonable best efforts to solicit and obtain the Company Stockholder Approval by written consent of the Company Stockholders.
Company Stockholder Consent. Section 5.2(a)(i) is hereby amended and restated in its entirety to read as follows: “Prior to the Closing, Company will use its commercially reasonable efforts to solicit and obtain the Required Company Stockholder Vote by written consent with respect to the adoption of this Agreement and the approval of the Transaction and the transactions contemplated hereby, each in accordance with applicable Legal Requirements and its certificate of incorporation and bylaws (but in no event later than July 2, 2010). Promptly following receipt of such approval (but in no event later than three business days following such receipt), Company will mail to each stockholder of Company entitled to appraisal rights a notice of such approval in accordance with the provisions of Section 262(d)(2) of the Delaware General Corporation Law.”
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. (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.
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.
Company Stockholder Consent. (a) The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its Certificate of Incorporation and by-laws, take all actions reasonably necessary to obtain the written consent of the Company Stockholders as permitted by applicable law and its Certificate of Incorporation to approve this Agreement and the transactions contemplated hereby.
