Common use of Company Written Consent Clause in Contracts

Company Written Consent. As promptly as practicable following the Proxy Clearance Date, the Company shall solicit the Company Stockholder Approval via written consent in accordance with Section 228 of the DGCL. In connection therewith, prior to the Proxy Clearance Date, the Company Board shall set a record date for determining the stockholders of the Company entitled to provide such written consent. The Company shall use reasonable best efforts to cause the parties to the Company Voting and Support Agreements to duly execute and deliver a stockholder written consent substantially in the form attached hereto as Exhibit H (the “Written Consent”) in respect of the shares of Company Stock beneficially owned by such parties (which parties hold Company Stock sufficient to constitute the Company Stockholder Approval) in accordance with Section 228 of the DGCL within forty-eight (48) hours of the Proxy Clearance Date. As promptly as practicable following the execution and delivery of the Written Consent by such parties to the Company, the Company shall deliver to SPAC a copy of such Written Consent in accordance with Section 12.02. Promptly following the receipt of the Company Stockholder Approval via the Written Consent and delivery to SPAC of a copy of such Written Consent in accordance with Section 12.02, the Company will prepare (subject to the reasonable approval of SPAC) and deliver to the stockholders of the Company who have not executed and delivered the Written Consent the notice required by Section 228(e) of the DGCL and include a description of the appraisal rights of the holders of Company Stock available under Section 262 of the DGCL along with such other information as is required thereunder and pursuant to applicable Law. If stockholders holding Company Stock sufficient to obtain the Company Stockholder Approval fail to deliver the Written Consent to the Company within forty-eight (48) hours of the Registration Statement becoming effective (a “Written Consent Failure”), SPAC shall have the right to terminate this Agreement as set forth in Section 11.01.

Company Written Consent. (a) As promptly as practicable following after the date of this Agreement, and in any event no later than the second (2nd) Business Day after the Proxy Clearance DateStatement is submitted to the SEC, the Company shall will solicit the Company Stockholder Approval via written consent of its stockholders in accordance with Section 228 lieu of the DGCL. In connection therewith, prior a meeting pursuant to the Proxy Clearance Date, the Company Board shall set a record date for determining the stockholders of the Company entitled to provide such written consent. The Company shall use reasonable best efforts to cause the parties to the Company Voting and Support Agreements to duly execute and deliver a stockholder written consent substantially in the form attached hereto as Exhibit H (the “Written Consent”) in respect of the shares of Company Stock beneficially owned by such parties (which parties hold Company Stock sufficient to constitute the Company Stockholder Approval) in accordance with Section 228 of the DGCL within forty-eight (48the “Company Written Consent”) hours for purposes of (i) adopting this Agreement and approving the Merger and, if required, the Financing, and all other transactions contemplated by this Agreement, (ii) acknowledging that the approval given thereby is irrevocable and that such Company Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the Proxy Clearance Date. As promptly as practicable following the execution and delivery of the Written Consent by such parties to the CompanyDGCL, the Company shall deliver to SPAC a copy of which was attached thereto, and that such Company Stockholder has received and read a copy of Section 262 of the DGCL, and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal 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 Company Capital Stock under the DGCL, and (collectively, the “Company Stockholder Matters”). Such Company Written Consent shall be substantially the form of Exhibit G attached hereto Each of Parent and Company agree to provide promptly to the other such information concerning its business and financial statements and affairs as, in accordance with Section 12.02. Promptly following the receipt reasonable judgment of the providing Party or its counsel, may be required or appropriate for soliciting the approval of the Company Stockholder Approval via the Written Consent and delivery Matters. Company shall not distribute any information with respect to SPAC of a copy of such Written Consent in accordance with Section 12.02Parent or its Affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusion. (b) The board of directors of Company will prepare (subject recommend that its stockholders vote to the reasonable approval of SPAC) and deliver to the stockholders of the Company who have not executed and delivered the Written Consent the notice required by Section 228(e) of the DGCL and include a description of the appraisal rights of the holders of Company Stock available under Section 262 of the DGCL along with such other information as is required thereunder and pursuant to applicable Law. If stockholders holding Company Stock sufficient to obtain approve the Company Stockholder Approval fail to deliver Matters (such recommendation, the Written Consent “Company Board Recommendation”). The board of directors of Company will communicate the Company Board Recommendation to the Company within forty-eight (48) hours Stockholders. The Company Board Recommendation will not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of Parent or any committee thereof to withdraw or modify the Registration Statement becoming effective (Company Board Recommendation in a “Written Consent Failure”), SPAC shall have the right manner adverse to terminate this Agreement as set forth in Section 11.01Parent will be adopted or proposed.

Company Written Consent. As promptly as practicable following The Company shall, by not later than the Proxy Clearance Datefifth (5th) business day after the date of this Agreement, have obtained written consents from the Company shall solicit the Company Stockholder Approval via written consent in accordance with Section 228 Stockholders representing at least a majority of the DGCL. In connection therewith, prior to outstanding shares of Company Common Stock approving this Agreement and the Proxy Clearance Date, the Company Board shall set a record date for determining the stockholders of the Company entitled to provide such written consent. The Company shall use reasonable best efforts to cause the parties to the Company Voting and Support Agreements to duly execute and deliver a stockholder written consent substantially in the form attached hereto as Exhibit H Merger (the “Written Consent”) ). The materials submitted to the Stockholders in respect of connection with the shares of Written Consent shall include the Company Stock beneficially owned Board Recommendation and shall be approved by such parties Parent prior to distribution to the Stockholders (which parties hold Company Stock sufficient to constitute the Company Stockholder Approval) in accordance with Section 228 of the DGCL within forty-eight (48) hours of the Proxy Clearance Dateapproval shall not be unreasonably withheld or delayed). As promptly as practicable Promptly following the execution and delivery receipt of the Written Consent by such parties to the CompanyConsent, the Company shall deliver to SPAC a copy of such Written Consent to Parent. Promptly following, but in no event more than five (5) business days after receipt of the Written Consent, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every Stockholder, if any, entitled to dissenter’s rights pursuant to NRS 92A.380. The Stockholder Notice shall (i) be a statement to the effect that the Company Board unanimously recommended the Plan of Merger in accordance with Section 12.02. Promptly following NRS 92A.120 and unanimously approved and adopted this Agreement, the receipt Merger and the other transactions contemplated hereby, (ii) provide the Stockholders to whom it is sent with notice of the actions taken in the Written Consent, including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby in accordance with NRS 92A.120(7), NRS 78.320 and the bylaws of the Company and (iii) notify such Stockholders of their dissent and appraisal rights pursuant to NRS 92A.430. The Stockholder Approval via the Written Consent and delivery to SPAC of Notice shall include therewith a copy of such Written Consent in accordance with Section 12.02NRS 92A.300 to 92A.500, the Company will prepare (subject to the reasonable approval of SPAC) inclusive and deliver to the stockholders of the Company who have not executed and delivered the Written Consent the notice required by Section 228(e) of the DGCL and include a description of the appraisal rights of the holders of Company Stock available under Section 262 of the DGCL along with all such other information as is required thereunder Parent shall reasonably request, and pursuant shall be sufficient in form and substance to applicable Lawstart the 30-60 day period during which a Stockholder must demand payment for such Stockholder’s shares of Company Common Stock as contemplated by NRS 92A.430. If stockholders holding Company Stock sufficient to obtain the Company Stockholder Approval fail to deliver the Written Consent All materials submitted to the Company within forty-eight (48) hours of the Registration Statement becoming effective (a “Written Consent Failure”), SPAC Stockholders in accordance with this Section 6.06 shall have the right be subject to terminate this Agreement as set forth in Section 11.01Parent’s advance review and reasonable approval.

Company Written Consent. As promptly as practicable following the Proxy Clearance Date, the Company shall solicit the Company Stockholder Approval via written consent in accordance with Section 228 of the DGCL. In connection therewith, prior to the Proxy Clearance Date, the Company Board shall set a record date for determining the stockholders of the Company entitled to provide such written consent. (a) The Company shall use reasonable best efforts to cause the parties to the Company Voting and Support Agreements Designated Stockholders to duly execute and deliver a stockholder written consent substantially in the form attached hereto as Exhibit H (the “Company Written Consent”) Consent in respect of the their respective shares of Company Stock beneficially owned by such parties Common stock (which parties hold Company Stock sufficient to constitute represent more than a majority of the Company Stockholder Approvaloutstanding Shares) in accordance with Section 228 of the DGCL within fortytwenty-eight four (4824) hours of the Proxy Clearance DateForm S-4 Registration Statement becoming effective. As promptly as practicable following the execution and delivery of the Company Written Consent by such parties the Company Designated Stockholders to the Company, the Company shall deliver to SPAC Parent a copy of such Company Written Consent in accordance with Section 12.028.12 of this Agreement. Promptly following The Company will cause the receipt Combined Consent Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall, in accordance with the Organizational Documents of the Company Stockholder Approval via and applicable Legal Requirements, (i) take all actions (including the Written Consent and delivery to SPAC commencement of a copy broker search pursuant to Section 14a-13) to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 Registration Statement is declared effective) for the purpose of such Written Consent in accordance with Section 12.02, the Company will prepare (subject to the reasonable approval of SPAC) and deliver to the stockholders of the Company who have not executed and delivered the Written Consent the notice required by Section 228(e) of the DGCL and include a description of the appraisal rights of determining the holders of Company Common Stock available under Section 262 entitled to deliver written consents and shall not change such record date without the prior written Consent of Parent and (ii) distribute to the holders of Company Common Stock the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public holders of Company Common Stock in connection with the Required Stockholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 Registration Statement becomes effective (and, in the case of the DGCL along with such other information as is required thereunder and pursuant to applicable Law. If stockholders holding Company Stock sufficient to obtain the Company Stockholder Approval fail to deliver the Written Consent to the Company Designated Stockholders, within forty-eight (48) 24 hours of the Form S-4 Registration Statement becoming effective being declared effective). The Company Board shall recommend to the Company’s stockholders that they consent to the adoption of this Agreement (the recommendation of the Company Board being referred to as the “Company Board Recommendation”) and include such recommendation in the Combined Consent Statement/Prospectus. The Company shall use reasonable best efforts to ensure that all consents are solicited in compliance with all applicable Legal Requirements. (b) Neither the Company Board nor any committee thereof shall: (i) withdraw or modify the Company Board Recommendation in a manner adverse to Parent, or adopt or propose a resolution to withdraw or modify the Company Board Recommendation in a manner adverse to Parent; (ii) fail to reaffirm, without qualification, the Company Board Recommendation, within 10 Business Days after Parent requests in writing that such action be taken; (iii) fail to announce publicly, within 10 Business Days after a tender offer or exchange offer relating to securities of the Company shall have been commenced, that the Company Board recommends rejection of such tender or exchange offer (it being understood that the Company Board or any committee thereof may make or cause the Company to make a customary “stop, look and listen” communication or may elect to take no position with respect to a Company Acquisition Proposal until the close of business on the tenth Business Day after the commencement of such Company Acquisition Proposal pursuant to Rule 14e-2 under the Exchange Act without such action in and of itself being considered a Company Change in Recommendation); (iv) approve, endorse, or recommend any Company Acquisition Proposal; or (v) publicly resolve or propose to take any action described in clauses (i) through (iv) of this sentence (each of the foregoing actions described in clauses (i) through (v) of this sentence being referred to as a “Company Change in Recommendation”). (c) Without prejudice to Parent’s rights or ability to seek and obtain specific enforcement under the Support Agreements of the Company Designated Stockholders’ obligation to execute and deliver the Company Written Consent, in the event of a Written Consent Failure, if Parent does not terminate this Agreement pursuant to Section 7.1(f) and if Parent so requests within five Business Days of a Written Consent Failure (and, for the avoidance of doubt, only if Parent so requests) (such a request, following a Written Consent Failure, a “Company Stockholder Meeting Election”), SPAC the Company shall, as promptly as practicable (and in any event within two Business Days) following the date upon which Parent makes such Company Stockholder Meeting Election, cause a meeting of its shareholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of obtaining the Required Stockholder Approval; provided, however, that, the Company shall have the right not be permitted to terminate this Agreement pursuant to Section 7.1(b) or Section 7.1(d) during the pendency of any suit by Parent seeking to enforce the Support Agreements following a Written Consent Failure. In such event, the Company shall use its reasonable best efforts to obtain the Required Stockholder Approval at the Company Stockholder Meeting and otherwise comply with all Legal Requirements applicable to such meeting, including the DGCL, the certificate of incorporation and the bylaws of the Company and the Exchange Act, including Regulation 14A and Schedule 14A promulgated thereunder, as set forth in Section 11.01applicable.