Common use of Company Stockholders’ Written Consent Clause in Contracts

Company Stockholders’ Written Consent. Upon the terms set forth in this Agreement, the Company shall (a) distribute the Registration Statement to the Company Stockholders, accompanied by any such additional disclosure to the Company Stockholders as the Company and its outside counsel determine is necessary or appropriate and seek the irrevocable written consent, in form and substance reasonably acceptable to Apex, of holders of the Requisite Approval (including the Key Company Stockholders) in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within 48 hours after the Registration Statement becomes effective and deliver a copy of the Written Consent to Apex and (b) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within ten days after the Registration Statement becomes effective. The Company shall use its best efforts to obtain the Company Stockholder Approval at the Company Stockholder Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action necessary or advisable to secure the Company Stockholder Approval. Within ten Business Days of the of the receipt of the Written Consent, the Company shall prepare and deliver a notice (the “Stockholder Notice”) to every Company Stockholder that did not execute the Written Consent in accordance with Section 228 of the DGCL. Within ten Business Days of the earlier of the receipt of the Written Consent or the Company Stockholder Approval, the Company shall notify the Company Stockholders of their appraisal and dissenter rights pursuant to the DGCL. All materials sent to the Company Stockholders in accordance with this Section 7.03 shall be subject to Apex’s advance review and reasonable approval, and such materials shall be provided by the Company to Apex at least five Business Days prior to the effectiveness of the Registration Statement for Apex’s advance review and reasonable approval.

Company Stockholders’ Written Consent. Upon Unless this Agreement has been validly terminated in accordance with Section 9.01, upon the terms set forth in this Agreement, the Company shall (a) distribute solicit the Registration Statement to the Company Stockholders, accompanied Requisite Approval by any such additional disclosure to the Company Stockholders as the Company and its outside counsel determine is necessary or appropriate and seek the irrevocable written consent, in form and substance reasonably acceptable to ApexParent, of holders of the Requisite Approval Majority of its stockholders (including the Key Company Stockholders) in favor of the approval and adoption of this Agreement and Agreement, the Mergers Merger and all other transactions contemplated by this Agreement (the “Written Consent”) via the dissemination of the Consent Solicitation Statement to the Company Stockholders as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within 48 twenty-four (24) hours after the Registration Statement becomes effective and deliver a copy of the Written Consent to Apex and (b) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within ten days after the Registration Statement becomes effective. The In connection therewith, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval at the Company Stockholder Meetingto, including by soliciting from its stockholders proxies as promptly as possible practicable, (i) establish the record date (which record date shall be mutually agreed with Parent) for determining the Company Stockholders entitled to provide such written consent, (ii) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in favor of compliance with applicable Law and (iii) solicit written consents from the Company Stockholders to give the Company Requisite Approval. The Company shall, through the Company Board, recommend to the Company Stockholders that they approve and adopt this Agreement and the Mergers, Transactions (the “Company Board Recommendation”) and shall take all other action necessary or advisable to secure include the Company Stockholder ApprovalBoard Recommendation in the Consent Solicitation Statement. Within ten The Company will provide Parent with copies of all stockholder consents it receives within one (1) Business Days Day of receipt. If the of Company Requisite Approval is obtained, then promptly following the receipt of the Written Consentrequired written consents, the Company shall will prepare and deliver a to its stockholders who have not consented the notice (the “Stockholder Notice”required by Sections 228(e) to every Company Stockholder that did not execute the Written Consent in accordance with Section 228 and 262 of the DGCL. Within ten Business Days of the earlier of the receipt of the Written Consent or the Company Stockholder ApprovalUnless this Agreement has been terminated in accordance with its terms, the Company shall notify Company’s obligation to solicit written consents from the Company Stockholders of their appraisal and dissenter rights pursuant to the DGCL. All materials sent to give the Company Stockholders Requisite Approval in accordance with this Section 7.03 shall not be subject to Apex’s advance review and reasonable approval, and such materials shall be provided limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company to Apex at least five Business Days prior to the effectiveness of the Registration Statement Acquisition Proposal or for Apex’s advance review and reasonable approvalany other reason.

Company Stockholders’ Written Consent. The Company’s Board of Directors shall recommend that the holders of Company Common Stock vote in favor of the approval of this Agreement and any other related matters that the Company submits to the holders of Company Common Stock, and neither the Company’s Board of Directors, nor any committee thereof, shall withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Goldenstone, the recommendation of the Company’s Board of Directors. Upon the terms set forth in this Agreement, the Company shall deliver to the Company’s stockholders (a) distribute an information statement derived from the Registration Proxy Statement to the Company Stockholders, accompanied by any such additional disclosure to the Company Stockholders as the Company and its outside counsel determine is necessary or appropriate and seek seeking the irrevocable written consent, in form and substance reasonably acceptable to ApexGoldenstone, of holders of the Requisite Approval (including the Key Company Stockholders) in favor of the approval and adoption of this Agreement and the Mergers Merger and all other transactions contemplated by this Agreement Transactions (the “Written Consent”), together with (b) the Registration Statement, as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within 48 hours but no later than ten (10) Business Days prior to the Goldenstone Stockholders’ Meeting, provided that the Goldenstone Stockholders’ Meeting is not held less than ten (10) Business Days after the Registration Statement becomes is declared effective. The Company shall not send the Registration Statement prior to it being declared effective and deliver a copy by the SEC to the stockholders of the Written Consent to Apex and (b) Company, other than Key Company Stockholders as set forth in Schedule 7.03 which may be provided drafts of the event Registration Statement by the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Meeting”) as soon Company. As promptly as reasonably practicable after the Registration Statement becomes effective, effective and in any event within ten days after two Business Days following the date that the Registration Statement becomes effective. The effective (the “Company Written Consent Deadline”), the Company shall use its best efforts obtain and deliver to obtain Goldenstone a true, complete and correct copy of the Written Consent evidencing the Company Stockholder Approval at that is duly executed by Company Stockholders and Key Company Stockholders that represent the Company Stockholder Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action necessary or advisable to secure the Company Stockholder Approval. Within ten Business Days of the of the receipt of the Written Consent, the Company shall prepare and deliver a notice Requisite Approval (the “Stockholder Notice”) to every Company Stockholder that did not execute the Written Consent in accordance with Section 228 of the DGCL. Within ten Business Days of the earlier of the receipt of the Written Consent or the Company Stockholder Approval, the Company shall notify the Company Stockholders of their appraisal and dissenter rights pursuant to the DGCL. All materials sent to the Company Stockholders in accordance with this Section 7.03 shall be subject to Apex’s advance review and reasonable approval, and such materials shall be provided by the Company to Apex at least five Business Days prior to the effectiveness of the Registration Statement for Apex’s advance review and reasonable approvalConsent”).

Company Stockholders’ Written Consent. (a) Upon the terms set forth in this Agreement, the Company shall (a) distribute the Registration Statement to the Company Stockholders, accompanied by any such additional disclosure to the Company Stockholders as the Company and its outside counsel determine is necessary or appropriate and seek the irrevocable written consent, in form and substance reasonably acceptable to ApexParent, of holders of the Requisite Approval (including the Key Company Stockholders) in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement Contemplated Transactions (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within 48 forty-eight (48) hours after the Registration Statement becomes effective and deliver a copy of the Written Consent to Apex and (b) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within ten days after the Registration Statement becomes effective. The Company shall use its best efforts not send the Registration Statement to obtain the stockholders of the Company Stockholder Approval at the Company Stockholder Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action necessary or advisable to secure the Company Stockholder Approval. Within ten Business Days until after delivery of the of the Written Consent to Parent. (b) Reasonably promptly following receipt of the Written Consent, the Company shall prepare and deliver mail a notice (the “Stockholder Notice”) to every Company Stockholder stockholder (the “Company Stockholders”) that did not execute the Written Consent Consent. The Stockholder Notice shall (i) be a statement to the effect that the board of directors of the Company unanimously determined that the Merger is advisable in accordance with Section 228 251(b) of the DGCL. Within ten Business Days DGCL and in the best interests of the earlier of the receipt of the Written Consent or the Company Stockholder Approval, the Company shall notify the Company Stockholders and unanimously approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, (ii) provide the Company Stockholders to whom it is sent with notice of their appraisal the actions taken in the Written Consent, including the approval and dissenter rights pursuant to adoption of this Agreement and the DGCLContemplated Transactions in accordance with Section 228(e) of the DGCL and the bylaws of the Company. The Stockholder Notice shall be accompanied by a copy of Section 262 of the DGCL and all such other information as Parent shall reasonably request. All materials sent submitted to the Company Stockholders in accordance with this Section 7.03 5.12(b) shall be subject to Apex’s advance review and reasonable approval, and such materials shall be provided by the Company to Apex at least five Business Days prior to the effectiveness of the Registration Statement for ApexParent’s advance review and reasonable approval.

Company Stockholders’ Written Consent. Upon (i) During the terms set forth Pre-Closing Period, the Company shall take all action necessary in accordance with this Agreement, the DGCL, the Company shall (a) distribute Charter and the Company Bylaws to obtain, promptly after receiving written notice from Talos that the S-4 Registration Statement to has been declared effective under the Securities Act, and in any event no later than twenty-four (24) hours after receiving such notice, the Company Stockholders, accompanied Stockholder Written Consent executed by any such additional disclosure to the Company Stockholders as Minimum Holders and sufficient for the Company and its outside counsel determine is necessary or appropriate and seek the irrevocable written consent, Stockholder Approval in form and substance reasonably acceptable lieu of a meeting pursuant to Apex, of holders Section 228 of the Requisite Approval DGCL, for purposes of (including the Key Company Stockholdersi) in favor of the approval and adoption of adopting this Agreement and approving the Mergers Merger and all other transactions contemplated by this Agreement hereby, including the conversion of the Company Preferred Stock into Company Common Stock, (ii) acknowledging that such adoption and approval of the “Written Consent”) as soon as reasonably practicable after Merger and the Registration Statement becomes effectiveconversion of the Company Preferred Stock into Company Common Stock given thereby is irrevocable and that such stockholder is aware it may have the right to demand appraisal for its shares pursuant to Section 262 of the DGCL, and in any event within 48 hours after the Registration Statement becomes effective and deliver a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the Written Consent to Apex DGCL, and (biii) in acknowledging that by its approval of the event the Company determines Merger it is not able entitled to appraisal or dissenters’ rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve the Merger or the conversion of the Company Preferred Stock into Company Common Stock or this Agreement. The Company shall use its reasonable best efforts to obtain the Company Stockholder Written Consent, Consent executed by the Company Minimum Holders, sufficient for the Company Stockholder Approval and in compliance with all applicable Laws, and shall call and hold a meeting use reasonable best efforts to cause such Company Stockholder Written Consent not to be waived or revoked. (ii) The Company agrees that, subject to Section 4.5: (i) the Company’s Board of Directors shall unanimously recommend that the holders of Company Common Stock and Company Preferred Stock for take action by written consent to approve the purpose Merger and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 5.2(a)(i) above, (ii) the statement or information provided to the holders of voting solely upon Company Common Stock and Company Preferred Stock shall include a statement to the adoption effect that the Board of Directors of the Company recommends that the Company’s stockholders take action by written consent to approve the Merger (the recommendation of the Company’s Board of Directors that the Company’s stockholders approve the Merger being referred to as the “Company Board Recommendation”); and (iii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Talos, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Talos shall be adopted or proposed. (iii) Subject to Section 4.5, the Company’s obligation to solicit the consent of its stockholders to sign the Company Stockholders Written Consent in accordance with Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Company Superior Offer or other Company Acquisition Proposal, or by any withdrawal or modification of the Company Board Recommendation. (iv) In connection with the solicitation of the Company Stockholder Written Consent from its stockholders to adopt this Agreement and approve the Mergers and all other transactions contemplated by this Agreement (Merger, the “Company Stockholder Meeting”) shall furnish to Talos, as soon promptly as reasonably practicable after the Registration Statement becomes effectivepossible, and in any event within ten days twenty-four (24) hours after receiving notice from Talos that the Registration Statement becomes effective. The Company shall use its best efforts to obtain have been declared effective under the Securities Act, a copy of such executed Company Stockholder Approval at the Company Stockholder Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action necessary or advisable to secure the Company Stockholder Approval. Within ten Business Days of the of the receipt of the Written Consent, the Company shall prepare and deliver a notice (the “Stockholder Notice”) to every Company Stockholder that did not execute the Written Consent in accordance with Section 228 of the DGCL. Within ten Business Days of the earlier of the receipt of the Written Consent or the Company Stockholder Approval, the Company shall notify the Company Stockholders of their appraisal and dissenter rights pursuant to the DGCL. All materials sent to the Company Stockholders in accordance with this Section 7.03 shall be subject to Apex’s advance review and reasonable approval, and such materials shall be provided by the Company to Apex at least five Business Days prior to the effectiveness of the Registration Statement for Apex’s advance review and reasonable approval.