Rose Waste Stockholder Approval. Itec shall have received a copy of a resolution, certified by the Secretary of Rose Waste, to the effect that Rose Waste's Stockholders have approved and adopted this Agreement and the Merger by a favorable vote of the requisite percentage of shares of outstanding capital stock of Rose Waste entitled to vote on this Agreement and the Merger by written consent, which vote complied in all respects with Rose Waste Certificate of Incorporation, Rose Waste's bylaws and other charter documents and all applicable law.
