Requisite Stockholder Approval and Notice. As promptly as practicable following the execution and delivery of this Agreement, in compliance with all Laws (including Pennsylvania law) and the Company’s Charter Documents, the Company shall provide to its Stockholders all required notices and information in connection with the approval of the Mergers and that dissenters’ rights are available. Such materials submitted to the Stockholders (will (i) not contain, at or prior to the First Effective Time, any untrue statement of material fact, and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made, not misleading and (ii) will have been presented to Parent a reasonable time prior to circulation for Parent’s prior review. 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. Within twenty-four (24) hours after the execution and delivery of this Agreement, the Company will deliver to Parent the Stockholder Written Consents from Support Stockholders that are sufficient to fully and irrevocably deliver the Requisite Stockholder Approval. The Board of Directors of the Company shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Mergers and the other transactions contemplated hereby, nor its unanimous recommendation to the Stockholders to vote in favor of adoption of this Agreement and approval of the Mergers and the other transactions contemplated hereby.
Requisite Stockholder Approval and Notice. (a) As soon as practicable after the date of this Agreement, the Company shall take all steps necessary to obtain Requisite Stockholder Approval either by written consent of its stockholders or at a duly called stockholder meeting. In the event the Company determines to obtain Requisite Stockholder Approval at a stockholder meeting, the Company shall, as soon as practicable following the date of this Agreement, establish a record date in connection therewith and duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining Requisite Stockholder Approval. As used herein, the term “
