Requisite Stockholder Approval. The Requisite Stockholder Approval shall have been obtained.
Requisite Stockholder Approval. The Company’s receipt of the Requisite Stockholder Approval at the Company Stockholder Meeting.
Requisite Stockholder Approval. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote to adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock that is necessary pursuant to applicable Law, the Charter or the Bylaws to consummate the Merger.
Requisite Stockholder Approval. If approval of the Merger by the Company Stockholders is required by Delaware Law, the Requisite Stockholder Approval shall have been obtained.
Requisite Stockholder Approval. Assuming that the representations and warranties of Parent and Merger Sub in Section 4.6(b) are true and correct, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock (voting together as a single class) entitled to vote to adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock that is required pursuant to applicable Law, the Charter or the Bylaws to consummate the Merger.
Requisite Stockholder Approval. If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, the Requisite Stockholder Approval shall have been obtained.
Requisite Stockholder Approval. Immediately following the execution of this Agreement, the Company shall solicit written consent from Stockholders representing the Requisite Stockholder Approval in a form to be mutually agreed upon by the Company and Parent (the “Stockholder Written Consent”). The Company shall promptly deliver to Parent a copy of each executed Stockholder Written Consent upon receipt thereof from any Stockholder pursuant to such solicitation. It is anticipated that, immediately after the execution of this Agreement, the Company will receive Stockholder Written Consents from Stockholders pursuant to the preceding solicitation that are sufficient to fully and irrevocably deliver the Requisite Stockholder Approval. As soon as reasonably practicable after obtaining the Requisite Stockholder Approval, the Company shall prepare and, in accordance with applicable Legal Requirements, send to all Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to Delaware Law. Such materials submitted to the 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 Company, the terms of this Agreement and the Transactions and the unanimous recommendation of the Company Board that the Stockholders adopt this Agreement and approve the Transactions (the “Information Statement”). Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the 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 Legal Requirements. The Company Board shall not alter, modify, change or revoke the Company Recommendation.
Requisite Stockholder Approval. The Company shall use its best efforts to obtain stockholder approval of the conversion of all issued and outstanding Series B Preferred Stock into shares of Common Stock in accordance with the Nasdaq Stock Market Rules (the “Requisite Stockholder Approval”) at its 2024 annual meeting of stockholders (the “Annual Meeting”), which such Annual Meeting shall be held no later than May 15, 2024. The Company shall use its best efforts to solicit its stockholders’ approval of such resolution and to cause the Board of Directors to recommend to the stockholders that they approve such resolution. If the Requisite Stockholder Approval is not obtained at the Annual Meeting, the Company shall cause an additional Stockholder Meeting to be held within 90 days from the date of the Annual Meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained.
Requisite Stockholder Approval. (i) On or prior to the date hereof, the Company Stockholders listed on Schedule 7.1(e) of the Disclosure Letter (the “Required Stockholders”) have executed and delivered to Parent an action by written consent in the form attached hereto as Exhibit H adopting, among other things, this Agreement (the “Written Consent”).
(ii) Within ten (10) Business Days of the execution of this Agreement, the Company shall use commercially reasonable efforts (including requesting to any Required Stockholders that they promptly elect to exercise and enforce any so-called “drag-along” or similar rights under the Company’s Organizational Documents or any other applicable Contract or other right of a similar nature that is enforceable by such Required Stockholders, the Company, or any combination thereof) to seek to obtain a written consent from all of the Company Stockholders that did not deliver the Written Consent, by delivery of an information statement (together with any amendments thereof or supplements thereto, the “Information Statement”) concerning (A) the Company, its business, and financial performance, (B) the terms of this Agreement, (C) the Merger and the other transactions contemplated hereby, (D) notice required by Sections 228(e) and 262 of the DGCL of the approval of the Merger and that appraisal rights are available, and (E) the recommendation of the Company’s board of directors that the Company Stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated hereby and not exercise their appraisal or dissenters rights under applicable Law, including Delaware Law, in connection with the Merger. Parent and its counsel will be given a reasonable opportunity to review and comment on the Information Statement before it is mailed to the Company Stockholders and the Company will consider in good faith all comments of Parent and its counsel in connection therewith. Parent shall reasonably cooperate with the Company in the preparation of the Information Statement and promptly provide all information regarding Parent and Merger Sub reasonably requested by the Company. Other than with respect to such information provided by Parent in writing expressly for inclusion in the Information Statement, the Company shall be solely responsible for the preparation, form and substance of the Information Statement. Following delivery of the Requisite Stockholder Approval, the board of directors of the Company shall not alter, modify, ...
Requisite Stockholder Approval. Except for the affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock to adopt this Agreement (the “Requisite Stockholder Approval”), no other vote of the holders of any class or series of Company Capital Stock is necessary pursuant to applicable Law, the Charter or the Bylaws to adopt this Agreement and consummate the Merger.
