Dynamotion Shareholder Approval, Etc. In accordance with the applicable provisions of the NYBCL and the Certificate of Incorporation and Bylaws of Dynamotion, the requisite percentages of the Voting Dynamotion Securities will have approved the Conversion Proposal, this Agreement, the Plan of Merger, and the transactions contemplated hereby and thereby, and amendments of Dynamotion's Certificate of Incorporation will have been filed by the Department of State of the State of New York effecting the Conversion Proposal on or before the day immediately preceding the Closing Date; provided, however, that Dynamotion may rely on this condition to avoid its obligation to consummate the Merger and the other transactions contemplated by this Agreement only if Dynamotion has used its best efforts to satisfy all of the conditions contained in this Section 5.2.4.
Dynamotion Shareholder Approval, Etc. In accordance with applicable provisions of the NYBCL, the Certificate of Incorporation and Bylaws of Dynamotion, and any applicable state or federal securities laws, the requisite percentages of the Voting Dynamotion Securities will have approved the Conversion Proposal, this Agreement, the Plan of Merger, and the transactions contemplated hereby and thereby, and amendments to Dynamotion's Certificate of Incorporation will have been filed by the Department of State of the State of New York effecting the Conversion Proposal on or before the day immediately preceding the Closing Date. ESI and Merger Corp. will have received a certificate dated the Closing Date and executed by an authorized officer of Dynamotion stating that this Agreement and the transactions contemplated by it have been duly and validly approved by the shareholders of Dynamotion.
