Common use of Required Shareholder Approval Clause in Contracts

Required Shareholder Approval. (a) The Company shall obtain the Required Stockholder Approval immediately after the execution of this Agreement. Promptly upon obtaining the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable (but in no event more than one (1) day after the date hereof), send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notice (the “Stockholder Notice”) of appraisal rights required pursuant to applicable Law. Such Stockholder Notice submitted to the Company Stockholders shall be subject to review and comment by Parent and shall include the unanimous recommendation of the Company’s board of directors that the Company Stockholders not exercise their appraisal rights under applicable Law in connection with the Merger. Each party agrees that information supplied by such party for inclusion in the Stockholder Notice will not, on the date the Stockholder Notice is first sent or furnished to the Company Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. (b) The Company shall promptly submit for approval by the Company Stockholders by the requisite vote (and in a manner satisfactory to Parent) by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code any payments or benefits that may, separately or in the aggregate, constitute a “parachute payment” pursuant to Section 280G of the Code (without regard to Subsection (b)(4) thereof), which determination shall be made by the Company, subject to review and approval by Parent, such that all such payments and benefits shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, and deliver to Parent evidence satisfactory to Parent that a Company Stockholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Company Stockholder approval has not been obtained with respect to any payment or benefit that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and as a consequence, that such “parachute payment” shall not be made or provided pursuant to the 280G Waiver described herein. (c) The board of directors of the Company shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Merger and the transactions contemplated hereby nor its unanimous recommendation that the Company Stockholders not exercise their appraisal rights under applicable Law in connection with the Merger.

Required Shareholder Approval. (a) The Company shall obtain the Required Stockholder Approval immediately after the execution of this Agreement. Promptly upon obtaining the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable (but in no event more than one (1) day after the date hereof)practicable, send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notice (the “Stockholder Notice”) of appraisal rights notices required pursuant to applicable Delaware Law. Such Stockholder Notice materials submitted to the Company Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Parent and shall include an information statement regarding the unanimous recommendation Company, the terms of this Agreement and the Merger (the “Information Statement”). The Company shall deliver a copy of the Company’s board of directors that Information Statement to the Company Stockholders not exercise their appraisal rights under applicable Law in connection with the MergerStockholder Representative. Each party agrees that information supplied by such party for inclusion in the Stockholder Notice Information Statement will not, on the date the Stockholder Notice Information Statement is first sent or furnished to the Company Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable Laws. (b) The Company shall promptly submit for approval by the Company Stockholders by the requisite vote (and in a manner satisfactory to Parent) by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code any payments or benefits that may, separately or in the aggregate, constitute a “parachute payment” pursuant to Section 280G of the Code (without regard to Subsection (b)(4) thereof), which determination shall be made by the Company, subject to review and approval by Parent, such that all such payments and benefits shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, and deliver to Parent evidence satisfactory to Parent that a Company Stockholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Company Stockholder approval has not been obtained with respect to any payment or benefit that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and as a consequence, that such “parachute payment” shall not be made or provided pursuant to the 280G Waiver described herein. (c) The board of directors of the Company shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Merger and the transactions contemplated hereby nor its unanimous recommendation that hereby, including each of the Company Stockholders not exercise their appraisal rights under applicable Law matters set forth in connection with Section 6.1(a) and the Mergermatters, if any, required pursuant to Section 6.1(b).

Required Shareholder Approval. (a) The Company Within ten (10) days of the Announcement Date, Purchaser shall obtain (i) give notice in compliance with applicable Law and otherwise in a form to be reasonably agreed by the Required Stockholder Approval immediately after Parties, of the execution extraordinary general meeting of this Agreement. Promptly upon obtaining its shareholders to be held to approve the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable (but in no event more than one (1) day after the date hereof), send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notice Transactions (the “Stockholder NoticeEGM”) to all shareholders of appraisal rights Purchaser entitled to such notice, (ii) distribute the documents required pursuant to applicable Law. Such Stockholder Notice submitted to the Company Stockholders shall be subject to review and comment by Parent and shall include the unanimous recommendation of the Company’s board of directors that the Company Stockholders not exercise their appraisal rights under applicable Law in connection with the MergerEGM to its shareholders, in a form to be reasonably agreed by the Parties (the “EGM Documents”), and (iii) promptly take any other actions necessary to comply with applicable Law to convene the EGM and conduct a valid shareholder vote within thirty-five (35) days of the Announcement Date (the “Meeting Deadline”). Each party agrees To the extent that information supplied by such party for inclusion in the Stockholder Notice will not, on the date the Stockholder Notice is first sent Purchaser proposes to distribute any other documents or furnished make any other communications to the Company Stockholders, contain any statement which, at such time, is false or misleading its shareholders with respect to any material factthe Transactions, Purchaser shall first provide copies thereof to Seller for review and approval, such approval not to be unreasonably withheld or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleadingdelayed. (b) The Company shall promptly submit for approval by Purchaser confirms and undertakes that the Company Stockholders by the requisite vote (EGM Documents and any other documentation with disclosure in a manner satisfactory to Parent) by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) respect of the Code any payments or benefits that may, separately or in the aggregate, constitute a “parachute payment” pursuant to Section 280G merits of the Code (without regard Transactions sent to Subsection (b)(4) thereof), which determination shall be made by Purchaser’s shareholders in connection with the Company, subject Transactions will contain a recommendation from Purchaser’s board of directors to review such shareholders to vote in favor of the Transactions and approval by Parent, such that all such payments and benefits recommendation shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code withdrawn, modified or shall be exempt from such treatment under such Section 280G, and deliver to Parent evidence satisfactory to Parent that a Company Stockholder vote was held altered in conformance with Section 280G and the regulations thereunder, or that such requisite Company Stockholder approval has not been obtained with respect to any payment or benefit that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and as a consequence, that such “parachute payment” shall not be made or provided pursuant to the 280G Waiver described hereinway without Seller’s prior written consent. (c) The board of directors Following distribution of the Company EGM Documents, the EGM shall be held on a date prior to the Meeting Deadline to be reasonably agreed by the Parties, subject to the requirements of applicable Law. Purchaser shall not alter, modify, change postpone or revoke its unanimous approval of this Agreement, delay the Merger and EGM or the transactions contemplated hereby nor its unanimous recommendation that the Company Stockholders not exercise their appraisal rights under applicable Law in connection with the Mergershareholder vote for any reason without Seller’s prior written consent.

Required Shareholder Approval. Iconic acknowledges that due to limitations imposed by the Nasdaq Stock Market (a) The Company shall “NASDAQ”), Parlux is required to obtain the Required Stockholder Approval immediately approval of its shareholders in order to issue an amount of shares of Parlux Common Stock in excess of 20% of Parlux's total issued and outstanding Common Stock, which limitation applies to the Warrants to be issued with respect to the Subsequent Licenses. Iconic further acknowledges that Parlux has represented that its Certificate of Incorporation currently authorizes a total of 30,000,000 shares of Common Stock, that Parlux has approximately 20,324,812 shares issued and outstanding at present and approximately 2,484,500 shares reserved at present for potential future issuance, and that Parlux will need to amend its Certificate of Incorporation to increase its authorized Common Stock in order to be able to have a sufficient number of shares reserved for the remaining balance of 2,000,000 Warrant Shares allocable to the two Initial Licenses (an additional 1,000,000 Warrant Shares for each of the Initial Licenses) and with respect to the Subsequent Licenses listed on Exhibit A (3,000,000 Warrant Shares for each). Accordingly, Iconic acknowledges (and will inform the Licensors and Artists) that Parlux cannot and will not issue Warrants for the balance of 2,000,000 Warrant Shares allocable to the Initial Licenses or for the 6,000,000 Warrant Shares allocable to the Subsequent Licenses, absent receipt of shareholder approval. Parlux covenants and agrees, promptly after the execution entering into of this Agreement. Promptly upon obtaining the Required Stockholder Approval, Sublicense for the Company shall prepare and, as soon as reasonably practicable Initial Licenses designated on Exhibit A (but in no any event more than one (1) day after the date hereofwithin 30 days thereafter), send to all Company Stockholders on file a preliminary proxy statement with the record date for Securities and Exchange Commission ("SEC") and to thereafter call and hold, as promptly as is reasonably possible, a special meeting of its shareholders to seek the Stockholder Written Consents who did not execute requisite approval of its shareholders to approve an amendment to the Certificate of Incorporation of Parlux to increase the amount of authorized shares of Common Stock to at least 40,000,000 shares, and to approve the issuance of a Stockholder Written Consent total of up to 8,000,000 Warrant Shares with respect to those Warrants related to the notice balance of 2,000,000Warrant Shares allocable to the Initial Licenses and the 6,000,000 Warrant Shares allocable to the Subsequent Licenses (collectively, the “Stockholder NoticeRequired Shareholder Approval”) ). Parlux makes no representation, warranty, covenant or guaranty to Iconic or any Licensor as to whether or not the Required Shareholder Approval will be obtained, or obtained on a timely basis, but agrees to use its best efforts to take such action as is reasonably necessary as promptly as possible to facilitate such Required Shareholder Approval. Iconic agrees and acknowledges that Parlux will not be able to issue any Warrants other than the Initial Warrants for a total of appraisal rights required pursuant to applicable Law. Such Stockholder Notice submitted to the Company Stockholders shall be subject to review and comment by Parent and shall include the unanimous recommendation of the Company’s board of directors that the Company Stockholders not exercise their appraisal rights under applicable Law 4,000,000 Warrant Shares in connection with the Mergerentering into of the Sublicenses of the Initial Licenses hereunder, without the Required Shareholder Approval. Each party agrees Parlux and Iconic agree that information supplied by such party for inclusion in if the Stockholder Notice will not, on Required Shareholder Approval is not received within 150 days of the date the Stockholder Notice is first sent or furnished to the Company Stockholders, contain of entering into any statement which, at such time, is false or misleading Sublicense with respect to any material factSubsequent License, then Iconic (following consultation with the Licensors and the Artists) shall have the unilateral option of either proceeding with the Sublicense to Parlux of such Subsequent License without receiving any additional Warrants, or omit terminating the Sublicense to state any material fact necessary in order Parlux of such Subsequent License. In the event the Required Shareholder Approval is not obtained within the 150 day time period, whether Iconic proceeds with the Sublicense to make Parlux of the statements made thereinSubsequent Licenses without additional Warrants, or whether Iconic terminates the Sublicense to Parlux of the Subsequent Licenses, in light of either case, the circumstances under which they are made, not false or misleading. parties agree that (bi) The Company Parlux shall promptly submit for approval by the Company Stockholders by the requisite vote (and in a manner satisfactory have no further obligation to Parent) by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code issue any payments or benefits that may, separately or in the aggregate, constitute a “parachute payment” pursuant to Section 280G of the Code (without regard to Subsection (b)(4) thereof), which determination shall be made by the Company, subject to review and approval by Parent, such that all such payments and benefits shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, and deliver to Parent evidence satisfactory to Parent that a Company Stockholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Company Stockholder approval has not been obtained additional Warrants with respect to the Initial Licenses or the Subsequent Licenses, (ii) Parlux shall not have any payment liability to Iconic, any Licensor or benefit that may be deemed Artist, or any of their designees, for its failure to constitute issue additional Warrants, (iii) neither Iconic nor any Licensor or Artist under any Licenses, nor their designees, shall have or assert any claim against Parlux for its failure to issue any additional Warrants, and (iv) the Sublicenses to Parlux of the Licenses designated as Initial Licenses on Exhibit A, and the Initial Warrants (for a “parachute payment” total of 4,000,000 Warrant Shares) issued by Parlux with respect to the Sublicenses of the Initial Licenses, shall remain in full force and effect. If Parlux does not obtain the Required Shareholder Approval within the meaning 150 day time period, then Iconic shall notify Parlux of Section 280G its decision, which Iconic may determine in its sole discretion, to proceed with Sublicenses of the Code and as a consequence, that Subsequent Licenses without Warrants within 30 days following the end of such “parachute payment” shall not be made or provided pursuant to the 280G Waiver described herein150 day period. (c) The board of directors of the Company shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Merger and the transactions contemplated hereby nor its unanimous recommendation that the Company Stockholders not exercise their appraisal rights under applicable Law in connection with the Merger.

Required Shareholder Approval. (ai) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) in accordance with the Company Charter to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the Required Shareholder Approval (including the approval of any adjournment of such meeting for the purpose of soliciting additional proxies in favor of the Required Shareholder Approval) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Required Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, the Company Charter and the Shareholders’ Agreement. The Company (y) shall set the date of the Company Shareholders’ Meeting not more than thirty (30) days after the Proxy/Registration Statement is declared effective under the Securities Act, unless otherwise agreed by SPAC and the Company in writing, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that the Company shall adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval, or (3) to comply with applicable Law; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than fifteen (15) consecutive days. (ii) The Company shall obtain the Required Stockholder Approval immediately after the execution of this Agreement. Promptly upon obtaining the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable (but in no event more than one (1) day after the date hereof), send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notice (the “Stockholder Notice”) of appraisal rights required pursuant to applicable Law. Such Stockholder Notice submitted meeting materials to the Company Stockholders Shareholders which shall be subject to review and comment by Parent seek the Required Shareholder Approval and shall include the unanimous recommendation of the Company’s board of directors that in all such meeting materials it sends to the Company Stockholders not exercise their appraisal rights under applicable Law Shareholders in connection with the Merger. Each party agrees that information supplied by such party for inclusion in the Stockholder Notice will not, on the date the Stockholder Notice is first sent or furnished Company Shareholders’ Meeting a statement to the Company Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. (b) The Company shall promptly submit for approval by the Company Stockholders by the requisite vote (and in a manner satisfactory to Parent) by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code any payments or benefits that may, separately or in the aggregate, constitute a “parachute payment” pursuant to Section 280G of the Code (without regard to Subsection (b)(4) thereof), which determination shall be made by the Company, subject to review and approval by Parent, such that all such payments and benefits shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, and deliver to Parent evidence satisfactory to Parent that a Company Stockholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Company Stockholder approval has not been obtained with respect to any payment or benefit that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and as a consequence, that such “parachute payment” shall not be made or provided pursuant to the 280G Waiver described herein. (c) The board of directors of the Company shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Merger and the transactions contemplated hereby nor its unanimous recommendation effect that the Company Stockholders not exercise their appraisal rights under applicable Law Board has unanimously recommended that the Company Shareholders vote in connection with favor of the MergerRequired Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.