Seller Stockholder Approval. The Seller Stockholder Approval shall have been obtained.
Seller Stockholder Approval. (a) Immediately following the execution and delivery of this Agreement (i) Seller shall accept any notices of conversion or notices of exercise delivered by any Requisite Holders in respect of outstanding convertible notes or warrants, as applicable, and issue any shares of Seller Common Stock in respect thereof as soon as practicable thereafter, (ii) in lieu of calling a meeting of Seller’s stockholders, Seller shall submit the Stockholder Written Consent, in the form attached hereto as Exhibit F (the “Stockholder Written Consent”), to the Requisite Holders. No later than 11:59 pm Eastern Time on the date that is three (3) Business Days following the Agreement Date (the time that the Stockholder Written Consent is obtained, the “Written Consent Delivery Time”), Seller shall obtain the Stockholder Written Consent, duly executed and delivered by each Consenting Stockholder, in accordance with the Delaware General Corporation Law and Seller’s Organizational Documents. The Parties agree and acknowledge that the Stockholder Written Consent shall be void and of no further effect if this Agreement is terminated in accordance with the terms and conditions hereof.
(b) Within ten (10) Business Days after the date of this Agreement, Seller shall file with the SEC a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act (such preliminary information statement and any revised or definitive information statement, the “Information Statement”) relating to the Stockholder Written Consent. Purchaser shall reasonably cooperate with Seller in the preparation of the preliminary Information Statement, the definitive Information Statement and any amendments or supplements thereto and shall promptly furnish to Seller the information relating to Purchaser required by the Exchange Act for inclusion therein. Prior to filing with the SEC, Seller shall provide Purchaser and its counsel a reasonable opportunity to review and comment on the Information Statement and shall consider in good faith for inclusion in the Information Statement any comments made by Purchaser or its counsel. Seller shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of shares of Seller Common Stock entitled thereto as promptly as reasonably practicable after (i) the tenth (10th) calendar d...
Seller Stockholder Approval. This Agreement shall have been approved by the Seller Stockholder Vote;
Seller Stockholder Approval. Assuming the Seller Stockholder Approval is obtained, no other vote of stockholders of Seller is required in connection with the consummation of the transactions contemplated hereby.
Seller Stockholder Approval. This Agreement and the Transactions shall have been authorized by the stockholders of Seller in the manner required pursuant to the Delaware General Corporation Law and Seller's certificate of incorporation and bylaws.
Seller Stockholder Approval. Seller has taken or shall take all action in accordance with Applicable Laws and the Organizational Documents necessary to convene a meeting of Seller's stockholders, to make the Seller Board Recommendation to Seller's stockholders, to hold and complete such meeting on the earliest practicable date following the execution of this Agreement, and to consider and vote upon approval of the sale of the Purchased Assets. Except as set forth in Section 9.1(g), neither the Seller's Board of Directors nor any committee of the Seller's Board of Directors of Seller shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Purchaser, the Seller Board Recommendation.
Seller Stockholder Approval. Except as otherwise provided in Section 5.04(b) hereof, this Agreement, the Offer and the Merger shall have been approved and adopted by the requisite vote of the stockholders of Seller in accordance with the CBCA.
Seller Stockholder Approval. If required by law, the Seller and its officers and directors shall (a) cause a meeting of the Seller’s stockholders to be duly called and held as soon as practical for the purpose of voting on this Agreement and (b) subject to the fiduciary duties of the Seller’s board of directors, (1) recommend approval and adoption of this Agreement to the Seller’s stockholders and (2) use their best efforts to obtain the necessary approval and adoption of this Agreement by the Seller’s stockholders.
Seller Stockholder Approval. Each of this Agreement, the Seller Ancillary Agreements, and the Asset Purchase, shall have been approved and adopted by the Requisite Stockholder Approval.
Seller Stockholder Approval. This Agreement and the transactions contemplated hereby shall have been approved by the stockholders of Seller by (i) the Seller Requisite Vote and (ii) a majority of the votes actually cast affirmatively or negatively by holders of outstanding shares of HSA Common Stock other than Excluded Stockholders.
