Necessary Stockholder Approval. The affirmative vote of at least (a) 66 2/3% of the issued and outstanding shares of the Series E Preferred Stock, Series D Preferred Stock, and Series C Preferred Stock, voting together as a single class and on an as-converted to Company Common Stock basis; and (b) a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted to Company Common Stock basis), voting together as a single class, is required to approve this Agreement and the Merger under applicable Requirements of Law, the Company Charter, the Company Bylaws and the Company Stockholders Agreement (the “Necessary Stockholder Approval”). No other vote of the Stockholders is required by applicable Requirements of Law, the Company Charter, the Company Bylaws, the Company Stockholders Agreement or otherwise in order for the Company to consummate the Merger and the transactions contemplated by this Agreement. None of the holders of Shares has purported to vote under Section 251 of the DGCL (or execute or deliver a written consent under Section 228 of the DGCL) for the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby prior to both the approval of this Agreement and the declaration of its advisability by the Company’s board of directors and the execution and delivery of this Agreement.
Necessary Stockholder Approval. The Company shall obtain and furnish to Buyer within twenty-four (24) hours following the execution and delivery of this Agreement a copy of the Representative Agreement that has been executed, delivered and approved by the Shareholders holding the requisite voting power necessary to approve this Agreement and the transactions contemplated hereby under the Company’s Organizational Documents (the “Necessary Stockholder Approval”).
Necessary Stockholder Approval. The affirmative vote of at least (a) 66-2/3% of the issued and outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class and on an as-converted to Company Common Stock basis; and (b) a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted to Company Common Stock basis), voting together as a single class, is required to adopt this Agreement under applicable Law, the Company Charter, the Company Bylaws and the Company Voting Agreement (the “Necessary Stockholder Approval”). No other vote of the Stockholders is required by applicable Law, the Company Charter, the Company Bylaws, the Company Voting Agreement or otherwise in order for the Company to consummate the Merger and the transactions contemplated by this Agreement. None of the holders of Shares has purported to vote under Section 251 of the DGCL (or execute or deliver a written consent under Section 228 of the DGCL) for the adoption of this Agreement prior to both the approval of this Agreement and the declaration of its advisability by the Company’s board of directors and the execution and delivery of this Agreement.
Necessary Stockholder Approval. Promptly following the execution of this Agreement, the Company shall seek to obtain the written consent from the holders holding Common Stock that are sufficient to fully and irrevocably deliver the Necessary Stockholder Approval.
Necessary Stockholder Approval. The Necessary Stockholder Approval shall remain in full force and effect.
Necessary Stockholder Approval. The shareholders of the Guarantor shall have duly approved the transactions contemplated herein (the “Necessary Stockholder Approval”).
