Common use of Requisite Company Approval Clause in Contracts

Requisite Company Approval. Upon the terms set forth in this Agreement and the Company Voting Agreement, the Company shall (i) seek the written consent, in form and substance reasonably acceptable to Parent, of holders of the Requisite Company Vote in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement including the conversion of the Company Preferred Stock described in Section 2.1(b) (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three (3) Business Days after the Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of the stockholders of the Company for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five (25) days after the Registration Statement becomes effective. In connection therewith, the Company, as promptly as practicable (A) shall establish the record date (which record date shall be mutually agreed with Parent) for determining the Company Stockholders entitled to provide such written consent, and (B) shall use reasonable best efforts to solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall make the Company Board Recommendation to stockholders of the Company. Neither the Company Board nor any committee thereof shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent the Company Board Recommendation.

Requisite Company Approval. Upon the terms set forth in this Agreement and the Company Voting and Support Agreement, the Company shall (i) seek the written consent, in form and substance reasonably acceptable to Parent, of holders of the Requisite Company Vote in favor of the approval and adoption of this Agreement and Agreement, the Mergers Merger and all other transactions contemplated by this Agreement including the conversion of the Company Preferred Stock described in Section 2.1(b) Transactions (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Parent Registration Statement becomes effective, and in any event within three (3) 10 Business Days after the Parent Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of the stockholders of the Company for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Parent Registration Statement becomes effective, and in any event within twenty-five (25) 25 days after the Parent Registration Statement becomes effective. In connection therewith, subject to Section 5.04 and Section 5.05, the Company, as promptly as practicable following the effectiveness of the Parent Registration Statement by the SEC, (A) shall establish the record date (which record date shall be mutually agreed with Parent) for determining the Company Stockholders stockholders entitled to provide such written consentconsent or vote at the meeting of stockholders, and (B) shall use reasonable best efforts to solicit written consents or, in the case of a meeting of stockholders, solicit the vote or proxy, from the Company Stockholders stockholders necessary to give the Company Stockholder Approval. The Company Board shall make the Company Board Recommendation to stockholders of the CompanyCompany unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 5.04 and Section 5.05 of this Agreement. Neither the Company Board nor any committee thereof of the Company Board shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent the Company Board Recommendation; provided, that the Company Board may make a Company Adverse Recommendation Change if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Company Adverse Recommendation Change would constitute a breach of the directors’ fiduciary obligations to the Company’s stockholders under applicable Laws.

Requisite Company Approval. Upon the terms set forth in this Agreement and the Company Voting and Support Agreement, the Company shall (i) seek the written consent, in form and substance reasonably acceptable to Parent, of holders of the Requisite Company Vote in favor of the approval and adoption of this Agreement and Agreement, the Mergers Merger and all other transactions contemplated by this Agreement including the conversion of the Company Preferred Stock described in Section 2.1(b) Transactions (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Parent Registration Statement becomes effective, and in any event within three (3) 10 Business Days after the Parent Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of the stockholders of the Company for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Parent Registration Statement becomes effective, and in any event within twenty-five (25) 25 days after the Parent Registration Statement becomes effective. In connection therewith, the Company, as promptly as practicable (A) shall establish the record date (which record date shall be mutually agreed with Parent) for determining the Company Stockholders stockholders entitled to provide such written consent, and (B) shall use reasonable best efforts to solicit written consents from the Company Stockholders stockholders necessary to give the Company Stockholder Approval. The Company Board shall make the Company Board Recommendation to stockholders of the Company. Neither the Company Board nor any committee thereof of the Company Board shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent the Company Board Recommendation.