Stockholder Certificates. The Company shall use its ------------------------ commercially reasonable efforts to cause each Company Stockholder to execute and deliver to Parent prior to Closing a Stockholder Certificate.
Stockholder Certificates. The Company shall deliver to each Stockholder along with the Information Statement a Stockholder Certificate in substantially the form attached hereto as Exhibit I (the “Stockholder Certificates”). The Stockholder Certificate contains, among other things, an election form (a “Merger Consideration Election Form”) permitting the Effective Time Stockholders to specify (i) the number of shares of such holder’s Company Capital Stock with respect to which such holder elects to receive the Per Share Cash Election Consideration, (ii) the number of shares of such holder’s Company Capital Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration (iii) the number of shares of such holder’s Company Capital Stock with respect to which such holder elects to receive the Per Share Mixed Election Consideration. Any Company Capital Stock (i) not designated (either directly or by instructing the Company to so designate pursuant to the Stockholder Certificate) as a Mixed Election Share, a Cash Election Shares or Stock Election Shares in the a Stockholder Certificate or (ii) with respect to which the Parent has not received an effective, properly completed Merger Consideration Election Form on or before noon Pacific Time, on the Closing Date (or such other time and date as the Company and Parent shall agree) (the “Election Deadline”) shall be deemed to be Mixed Election Shares. Any such election shall have been properly made only if the Parent shall have actually received a properly completed Merger Consideration Election Form by the Election Deadline. Subject to the terms of this Agreement and of the Merger Consideration Election Form, the Parent shall have reasonable discretion to determine whether any election has been properly or timely made and to disregard immaterial defects in the Merger Consideration Election Forms, and any good faith decisions of the Parent regarding such matters shall be binding and conclusive. None of Parent, the Merger Subs or the Company shall be under any obligation to notify any Person of any defect in a Merger Consideration Election Form. Prior to the Closing (and in any event within 30 days following the date of this Agreement), the Company shall deliver to Parent a Stockholder Certificate duly executed by each Effective Time Stockholder.
Stockholder Certificates. The Stockholders shall have delivered certificates representing (or similar evidence of ownership of) the Existing Seller Equity, free and clear of all Encumbrances, duly endorsed in blank or accompanied by powers duly executed in blank.
Stockholder Certificates. The Purchaser shall have received from each Stockholder the certificate referred to in Section 3.2(c).
Stockholder Certificates. 42 SECTION 6.13 Nasdaq National Market Listing.............................................. 42 SECTION 6.14 Registration on Form S-3.................................................... 42 SECTION 6.15
Stockholder Certificates. The Buyer shall have received from each Stockholder the certificates representing the Shares owned by such Stockholder duly endorsed in blank and in proper form for transfer to the Buyer.
Stockholder Certificates. 43 SECTION 6.12
Stockholder Certificates. Each of the Company’s Securityholders shall have executed and delivered a Stockholder Certificate in the form attached hereto as Exhibit B.
Stockholder Certificates. Section 1.8(a)...............................................5 Stockholder..........................................Section 1.6..................................................2
Stockholder Certificates. If the California Permit is not obtained, ------------------------ each of the stockholders of the Company shall have delivered executed copies of the Stockholder Certificate in substantially the form attached as Exhibit B (the --------- "Stockholder Certificates"). ------------------------
