Stockholder Approval; Restated Certificate. The Company shall have received the necessary consents from its stockholders to effect the transactions contemplated hereunder, including the consent necessary to adopt the Restated Certificate. The Company shall have delivered the duly executed Restated Certificate to the Escrow Agent. The Escrow Agent shall hold the Restated Certificate in escrow pending the satisfaction of Section 5.8 at which time the Escrow Agent shall automatically release such document to the Company to be filed with the Delaware Secretary of State.
