Stockholder Consent or Approval. (a) The Company shall, in accordance with the Company Charter and the Company’s bylaws and the applicable requirements of the DGCL and the CCC (including Sections 228 and 262 of the DGCL), solicit the written consents of stockholders of the Company for the adoption of this Agreement (the “Written Consent”).
(b) If applicable, the Company shall (i) use commercially reasonable efforts to secure from any Person who is a “disqualified individual,” as defined in Section 280G of the Code, and who has a right to any payments or benefits or potential right to any payments or benefits in connection with the consummation of the Merger that would be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of such Person’s rights to any such payments or benefits applicable to such Person to the extent that all remaining payments or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”) and (ii) submit for approval by the Company Stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code (the “280G Stockholder Vote”). The Company shall not pay any of the Waived 280G Benefits if such payment is not approved by the Company Stockholders as contemplated above. If applicable, prior to the Closing Date, the Company shall deliver to Parent evidence satisfactory to Parent that a vote of the Company Stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or that such requisite stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be made or provided. Within a reasonable period of time before taking such actions, the Company shall deliver to Parent for review and comment copies of any documents or agreements necessary to effect this Section 5.1(b), including, but not limited to, any stockholder consent form, disclosure statement or waiver, and the Company shall consider in good faith all comments received from Parent on such documents or agreements.
Stockholder Consent or Approval. As expeditiously as possible, and in any event within two hours following the execution of this Agreement, the Company shall use commercially reasonable efforts to take all lawful action to obtain the Company Stockholder Approval pursuant to executed written consents (the “Written Consent”). Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent to the Buyer, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consent reflects the Company Stockholder Approval.
Stockholder Consent or Approval. As promptly as practicable after the date of this Agreement, but in any event no later than June 15, 2012, YouChange shall, in accordance with its articles of incorporation and bylaws and the applicable requirements of the NRS, solicit written consents of, or submit to a vote of, YouChange stockholders (i) approving a 1-for-5 reverse stock split of the YouChange Common Stock, (ii) approving and adopting the Amended and Restated Articles of Incorporation as set forth in Exhibit B hereto, and (iii) approving and adopting the Amended and Restated Bylaws as set forth in Exhibit C hereto. In addition, as promptly as practicable after the date of this Agreement, but in any event no later than June 15, 2012, YouChange, as the sole stockholder of YCMS, shall, in accordance with YCMS’s certificate of incorporation and bylaws and the applicable requirements of the DGCL, execute a written consent approving and adopting this Agreement and approving the transactions contemplated hereby.
Stockholder Consent or Approval. As promptly as practicable after the date of this Agreement, but in any event no later than June 15, 2012, Earth911 shall, in accordance with its certificate of incorporation and bylaws and the applicable requirements of the DGCL, solicit written consents of Earth911 stockholders approving and adopting this Agreement and approving the transactions contemplated hereby.
Stockholder Consent or Approval. The Company shall use its reasonable best efforts in compliance with applicable Law to obtain the written consent of the holders of the requisite number of shares of capital stock of the Company required to secure the Company Stockholder Approval within four
Stockholder Consent or Approval. Immediately after execution of this Agreement, the Company shall, in compliance with the DGCL, the Company Certificate and the Company Bylaws, at its election either: (i) convene a special meeting of the stockholders of the Company for the purpose of permitting the stockholders to consider and to vote upon adoption of this Agreement and approval of the Merger by the required vote (“Company Stockholder Approval”), or (ii) solicit written consents of the stockholders of the Company to obtain the Company Stockholder Approval. The Company also shall use commercially reasonable efforts to: (x) solicit a stockholder vote approving the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive those “parachute payments” under Section 280G(b)(5) of the Code payable pursuant to a Contract between any such disqualified individuals and the Company or pursuant to an Employee Plan that are at and exceed three times such disqualified individual’s “base amount” (as defined in Section 280G(b)(3)) (the “280G Payments”), (y) cause the relevant disqualified individuals to execute waivers of the 280G Payments such that the vote determines their right to receive (or retain) the 280G Payments to the extent necessary pursuant to Federal Income Tax Regulation Section 1.280G-1, Q/A-7, and (z) deliver to Acquiror all documentation with respect to such actions prior to such vote to allow Acquiror the opportunity
Stockholder Consent or Approval. The Company shall, in accordance with the Company Certificate of Incorporation and the Company Bylaws and the applicable requirements of the DGCL (including Sections 228 and 262 of the DGCL), (i) solicit the Written Consent for the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby and (ii) cause a copy of an information statement in the form attached hereto as Exhibit D (the “Information Statement”) to be delivered to the physical or electronic address on record for each stockholder of the Company who is entitled to vote upon adoption of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, the Company shall deliver to the Buyer the Written Consent, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consent reflects the Company Stockholder Approval, within two (2) hours following the execution of this Agreement.
Stockholder Consent or Approval. The Company shall, in accordance with the Company Certificate of Incorporation and the Company Bylaws and the applicable requirements of the DGCL (including Sections 228 and 262 of the DGCL), (i) solicit the Written Consent for the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby and (ii) cause a copy of a notice satisfying the requirements of Sections 228 and 262 of the DGCL in the form attached hereto as Exhibit E (the “Appraisal Rights Notice”) to be delivered, promptly after receipt of the Company Stockholder Approval, to the physical or electronic address on record for each stockholder of the Company who is entitled to vote upon adoption of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, the Company shall deliver to the Buyer the Written Consent, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consent reflects the Company Stockholder Approval, within two (2) hours following the execution of this Agreement.
Stockholder Consent or Approval. The Company shall, in accordance with the DGCL, the Certificate of Incorporation and the Bylaws, use reasonable best efforts to secure and cause to be filed with the Company, as expeditiously as possible following the execution of this Agreement (but in any event no later than twenty-four (24) hours following execution of this Agreement), the Written Consent duly executed by Company Stockholders sufficient to secure the Company Stockholder Approval (collectively, the “Consenting Stockholders”). Promptly following the receipt of the Company Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and certifying that the Company Stockholder Approval has been obtained. Following receipt of the Company Stockholder Approval, the Company shall deliver the Disclosure Statement, in a form reasonably acceptable to the Buyer, to all stockholders of the Company that did not execute the Written Consent. The Buyer and its counsel shall be given an adequate opportunity to review and comment on the Disclosure Statement, and the Company shall reasonably reflect the comments of the Buyer or its counsel thereon. The Company shall promptly inform the Buyer of the date on which the Disclosure Statement was delivered to the stockholders of the Company that did not execute the Written Consent.
Stockholder Consent or Approval. The Company shall use commercially reasonable efforts to take all lawful action to obtain, as expeditiously as possible, and in any event before 5:00 p.m., New York time, the day immediately following the execution of this Agreement, the Written Consent. Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent to the Buyer, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consent reflects the Company Stockholder Approval. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company’s Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; provided, that the Company shall notify Buyer prior to making such required disclosure. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.
