Common use of Stockholder Consent or Approval Clause in Contracts

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. (a) Immediately following the execution and delivery of this Agreement, the Company shall deliver to Parent written consents of the Company Stockholders in the form attached hereto as Exhibit E (each, a “Written Consent”) collectively constituting the Required Company Stockholder Votes, together with a certificate from the Chief Executive Officer of the Company certifying that such Written Consents constitute the Required Company Stockholder Votes. The Company shall use commercially reasonable efforts to obtain and deliver to Parent Written Consents from the Company Stockholders that were not signatories to the Required Company Stockholder Votes and shall, within 10 Business Days after the date of this Agreement, 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 and, if applicable, the written consents of stockholders California Code, (i) prepare an information statement (the “Information Statement”), and (ii) cause a copy of the Information Statement, together with the Written Consent and Company Board Recommendation, to be delivered to the physical or electronic address on record for the each Company Stockholder who is entitled to vote upon adoption of this Agreement and who did not already do so as of the time of the mailing of the Information Statement. The Information Statement shall (i) include a statement to the “effect that the Board of Directors of the Company unanimously determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the Company Stockholders and unanimously approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, (ii) provide the Company Stockholders to whom it is sent with notice of the actions taken in the Written Consent”), including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby in accordance with Section 228(e) of the DGCL and the bylaws of the Company and (iii) notify such Company Stockholders of their dissent and appraisal rights pursuant to Section 262 of the DGCL. The Information Statement shall include therewith a copy of Section 262 of Delaware Law and all such other information as Parent shall reasonably request. All materials submitted to the Company Stockholders in accordance with this Section 5.1(c) shall be subject to Parent’s advance review and reasonable approval. (b) If applicablePrior to the Closing Date, 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 and/or benefits or potential right to any payments or and/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 and/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.and/or benefits

Stockholder Consent or Approval. (a) The Company shallshall use its commercially reasonable best efforts, in accordance with this Agreement, the DGCL, its Certificate of Incorporation and its Bylaws and its Sixth Amended and Restated Securityholders Agreement, deliver to Purchaser the approval by written consent of the execution and delivery by the Company Charter of this Agreement and the Company’s bylaws and the applicable requirements consummation of the DGCL and transactions contemplated hereby, by the CCC Selling Stockholders holding (including Sections 228 and 262 of the DGCL), solicit the written consents of stockholders i) 70% of the Company for Common Stock and Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, as applicable, and (ii) 80% of each class of the adoption of this Agreement Company Preferred Stock, each voting separately as a single class (the approval by written consent referenced in (i) and (ii) collectively, the “Written Stockholder Consent”), and the Selling Stockholders party thereto, the “Consenting Stockholders”) within one (1) Business Day of the date hereof. (b) If applicableNo later than seven (7) Business Days following the date hereof, the Company shall provide Purchaser with an opportunity to review and comment on the information statement to be sent to the Selling Stockholders, other than those Selling Stockholders who have provided the Stockholder Consent (i) use commercially reasonable efforts to secure from any Person such Company Stockholders who is a have not provided the Stockholder Consent, the “disqualified individual,” as defined in Section 280G of the CodeNon-Consenting Stockholders”, and who has a right such information statement as amended or supplemented is referred 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 (herein as 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 VoteInformation Statement”). The Company shall not pay any ensure that the information contained in the Information Statement to be sent to the Non-Consenting Stockholders with the Letter of the Waived 280G Benefits if such payment is not approved by the Company Stockholders as contemplated aboveTransmittal complies with applicable Legal Requirements. If applicable, at any time prior to the Closing DateEffective Time the Company determines that applicable Legal Requirements require the Company to supplement or amend the Information Statement, 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 promptly so inform Purchaser and the regulations thereunder, provide such supplement or that such requisite stockholder approval has not been obtained with respect amendment to the Waived 280G Benefits, and, as a consequence, Non-Consenting Stockholders. Notwithstanding anything herein to the Waived 280G Benefits have not been and shall not be made or provided. Within a reasonable period of time before taking such actionscontrary, the Company shall deliver not include in the Information Statement any information with respect to Parent for review Purchaser or its Affiliates or associates, the form and comment copies content of any documents or agreements necessary which information shall not have been approved in writing by Purchaser prior to effect this Section 5.1(b)such inclusion. (c) The Company shall, includingno later than ten (10) Business Days following the date hereof, but not limited to, any stockholder consent form, disclosure statement or waiver, in accordance with the DGCL and the organizational documents of the Company, deliver an electronic copy of the Information Statement to the Payment Agent for delivery by the Payment Agent to each of the Non-Consenting Stockholders. (d) The Information Statement shall include a statement to the effect that (A) the Company Board has unanimously recommended that the Company’s stockholders vote in favor of the approval of this Agreement and the consummation of the Merger and the transactions consummated hereby, has concluded that the terms and conditions of the Merger are fair to and in the best interests of the Stockholders and has approved this Agreement and the consummation of the Merger and the transactions consummated hereby and (B) the Stockholder Consent has been obtained. Neither the Company Board nor any committee thereof shall consider withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in good faith all comments received from Parent on such documents or agreementsa manner adverse to Purchaser, the unanimous recommendation of the Company Board that the Stockholders vote in favor of the approval of this Agreement, the Merger and the transactions contemplated hereby.

Stockholder Consent or Approval. (a) The Company shallAs expeditiously as possible following the execution of this Agreement, 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 shall ensure that each of the Company for Equityholders has been delivered the Information Statement. The Information Statement includes (i) a summary of the Merger and this Agreement (which summary includes a summary of the terms relating to the indemnification obligations of the Company Equityholders and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement (the “Written Consent”). (b) If applicable, by the Company Equityholders 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 approval 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”terms) and (ii) submit a statement that appraisal rights are available for approval by the shares of Company Stock pursuant to Section 262 of the DGCL and a copy of such Section 262. As expeditiously as possible following the execution of this Agreement, and in any event within twelve (12) hours after the execution of this Agreement, the Company shall use Reasonable Best Efforts to secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Waived 280G BenefitsCompany Stockholder Approval, to the extent and which consents shall be in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) form attached hereto as Exhibit B. As expeditiously as possible following the receipt of the Code (the “280G Company 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 DateApproval, the Company shall deliver to Parent evidence satisfactory to Parent that the Buyer a vote certificate executed on behalf of the Company Stockholders was received by its Secretary and certifying that the Company Stockholder Approval has been obtained. (b) The Company, acting through its Board of Directors, shall include in conformance with Section 280G the Information Statement the unanimous recommendation of its Board of Directors that the stockholders of the Code Company vote in favor of the adoption of this Agreement and the regulations thereunderapproval of the Merger. (c) The Company shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, or in light of the circumstances under which they were made, not misleading (provided 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 Company shall not be made responsible for the accuracy or provided. Within a reasonable period completeness of time before taking such actions, any information concerning the Buyer or the Transitory Subsidiary furnished by the Buyer in writing for inclusion in the Information Statement). (d) The Buyer shall ensure that any information furnished by the Buyer to the Company shall deliver in writing for inclusion in the Information Statement does not contain any untrue statement of a material fact or omit to Parent for review and comment copies state a material fact necessary in order to make the statements made therein, in light of any documents or agreements necessary to effect this Section 5.1(b)the circumstances under which they were made, 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 agreementsmisleading.

Stockholder Consent or Approval. (a) The Company shall, in accordance with Immediately following 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 execution of this Agreement (the “Written Consent”). (b) If applicablebut in no event later than 5:00 p.m. Pacific time on February 18, 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 Date2013, the Company shall deliver to Parent evidence satisfactory a true, correct and complete copy of the Initial Stockholder Consent evidencing the adoption by the Required Company Stockholder Vote of the Merger, this Agreement and the transactions contemplated hereby. (b) To the extent required by the DGCL or the CCC, the Company shall promptly deliver to Parent that any Company Stockholder who has not approved this Agreement and the transactions contemplated hereby a vote notice of the approval of the Merger and adoption of this Agreement by written consent of the Company Stockholders was received in conformance with Section 280G pursuant to the applicable provisions of the Code DGCL and the regulations thereunderCCC, or which notice shall constitute the notice to Company Stockholders required by applicable Law that such requisite stockholder approval has not been obtained dissenters’ and/or appraisal rights may be available to Company Stockholders in accordance with respect the DGCL and the CCC. (c) Any materials to be submitted to the Waived 280G BenefitsCompany Stockholders in connection with the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”), and, as a consequenceshall be subject to prior review and approval by Parent and shall include information regarding the Company, the Waived 280G Benefits have terms of the Merger and this Agreement, and the recommendation of the board of directors of the Company in favor of the Merger and this Agreement. The Company shall promptly advise Parent in writing if at any time prior to the Closing the Company shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not been and shall not be made misleading or providedto comply with applicable Law. Within a reasonable period of time before taking such actionsAnything to the contrary contained herein notwithstanding, the Company shall deliver not include in the Soliciting Materials any information with respect to Parent for review or its Affiliates or associates, the form and comment copies content of any documents or agreements necessary which shall not have been consented to effect this Section 5.1(b)in writing by Parent prior to such inclusion, 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 agreementsexcept as required pursuant to applicable Law.

Stockholder Consent or Approval. (a) The As expeditiously as possible following the execution of this Agreement and in any event within one (1) Business Day after the execution of this Agreement, the Company shallshall mail the Disclosure Statement, in accordance with a form reasonably acceptable to the Buyer, to the Company Charter and the Company’s bylaws and the applicable requirements Stockholders. The Disclosure Statement shall include (i) a summary of the DGCL Merger and the CCC this Agreement (including Sections 228 and 262 which summary shall include a summary of the DGCL), solicit terms relating to the written consents of stockholders indemnification obligations of the Company for Equityholders, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement (by the “Written Consent”). (b) If applicable, stockholders of 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 approval 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”terms) and (ii) submit a statement that appraisal rights are available for approval by the shares of Company Stock pursuant to Section 262 of the DGCL and a copy of such Section 262. The Buyer and its counsel shall be given an adequate opportunity to review and comment on the Disclosure Statement, and the Company shall reflect all comments of the Buyer or its counsel thereon. As expeditiously as possible following the execution of this Agreement, and in any event within one (1) Business Day after the execution of this Agreement, the Company shall use Reasonable Best Efforts to secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Waived 280G BenefitsCompany Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the extent and in Buyer. As expeditiously as possible following the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) receipt of the Code (the “280G Company 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 DateApproval, the Company shall deliver to Parent evidence satisfactory to Parent that the Buyer a vote certificate executed on behalf of the Company Stockholders was received in conformance with Section 280G by its Secretary and certifying that the Company Stockholder Approval has been obtained. The Company shall also send, pursuant to Sections 228 and 262(d) of the Code DGCL, a written notice to all Company Stockholders that did not execute such written consent informing them that this Agreement and the regulations thereunderMerger were adopted and approved by the stockholders of the Company and that appraisal rights are available for their shares of Company Stock pursuant to Section 262 of the DGCL (which notice shall include a copy of such Section 262), and shall promptly inform the Buyer of the date on which such notice was sent. (b) The Company, acting through its Board of Directors, shall include in the Disclosure Statement the unanimous recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) The Company shall ensure that the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (provided 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 Company shall not be made responsible for the accuracy or provided. Within a reasonable period completeness of time before taking such actions, any information concerning the Buyer or the Merger Sub furnished by the Buyer in writing for inclusion in the Disclosure Statement). (d) The Buyer shall ensure that any information furnished by the Buyer to the Company shall deliver in writing for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to Parent for review and comment copies state a material fact necessary in order to make the statements made therein, in light of any documents or agreements necessary to effect this Section 5.1(b)the circumstances under which they were made, 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 agreementsmisleading.

Stockholder Consent or Approval. (a) The Company shall, in 147. 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 shall seek and shall use its reasonable best efforts to (i) promptly (and in any event within 24 hours) after the execution of this Agreement, obtain and deliver to Parent, a written consent of holders of Company Capital Stock approving the adoption of this Agreement and approval of the Merger (the “Written Consent”). ) evidencing receipt of the Required Company Stockholder Vote and (bii) as promptly as practicable following the date of this Agreement, but in any event prior to Closing, obtain Written Consents from Securityholders holding at least 75% of the Company Capital Stock issued and outstanding as of the date of this Agreement, in each case in lieu of a meeting pursuant to Section 228 of the DGCL for the purposes of (x) adopting this Agreement and approving the Merger, (y) acknowledging that the adoption and approvals are irrevocable and result in the waiver of any right of such stockholders to demand appraisal in connection with the Merger pursuant to the DGCL and (z) such other matters set forth therein. 148. If applicableapplicable and if requested by Parent, the Company shall (i) use commercially reasonable best efforts to secure secure, at least five (5) Business Days prior to the Closing Date, 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) if such waiver is obtained, submit for approval by the Company Stockholders at least five (5) Business Days prior to the Closing Date 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, the Company shall have delivered to Parent true and complete copies of all disclosure and documents that comprise the stockholder approval of each of the Waived 280G Benefits in sufficient time to allow Parent to comment thereon but no less than five (5) Business Days prior to the 280G Stockholder Vote, and shall reflect all reasonable comments of Parent thereon. 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. (a) The Company shall, in accordance shall use Reasonable Best Efforts to secure and cause to be filed with the Company, as expeditiously as possible following the execution of this Agreement, the Written Consent duly executed by Company Charter and Stockholders sufficient to secure the Company’s bylaws and Company Stockholder Approval (collectively, the applicable requirements of “Consenting Stockholders”). Promptly following the DGCL and the CCC (including Sections 228 and 262 of the DGCL), solicit the written consents of stockholders receipt 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 DateApproval, the Company shall deliver to Parent evidence satisfactory to Parent that the Buyer a vote certificate executed on behalf of the Company Stockholders was received by its Secretary and certifying that the Company Stockholder Approval has been obtained. Promptly (and in conformance with Section 280G no event later than three (3) Business Days) following receipt 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 actionsCompany Stockholder Approval, the Company shall deliver to Parent the Buyer a substantially complete draft of the Disclosure Statement for its comment and review. The Company shall promptly (and in no event later than two (2) Business Days of receipt of the Buyer’s approval of the Disclosure Statement) 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 Disclosure Statement shall (i) include the notice contemplated by Section 228(e) of Delaware Law of the taking of a corporate action without a meeting by less than a unanimous written consent to inform such Company Stockholders that this Agreement and the Merger were adopted and approved by the stockholders of the Company, (ii) solicit the recipient stockholders to execute the Written Consent and the Joinder Agreement, (iii) include a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Equityholders and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), and (iv) inform the recipient stockholders that appraisal rights are available for their shares of Company Stock pursuant to Section 262 of the DGCL (and include a copy of such Section 262). The Buyer and its counsel shall be given an adequate opportunity to 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 waiveron the Disclosure Statement, and the Company shall consider in good faith reasonably reflect all comments received from Parent of the Buyer or its counsel thereon. The Company shall promptly inform the Buyer of the date on such documents which the Disclosure Statement was delivered to the stockholders of the Company that did not execute the Written Consent. (b) The Company, acting through its Board of Directors, shall include in the Disclosure Statement the recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) The Company shall ensure that the Disclosure Statement on the date delivered to the Company Stockholders does not contain any untrue statement of a material fact or agreementsomit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (provided that the Company shall not be responsible for the accuracy or completeness of any information concerning the Buyer or the Transitory Subsidiary furnished by the Buyer in writing for inclusion in the Disclosure Statement). (d) The Buyer shall ensure that any information furnished by the Buyer to the Company in writing for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Stockholder Consent or Approval. (a) The As expeditiously as possible (and in any event within four (4) Business Days) following the execution of this Agreement, the Company shallshall mail or otherwise distribute the Disclosure Statement, in accordance with a form reasonably acceptable to the Buyer, to the Company Charter Stockholders, and shall promptly inform the Company’s bylaws and the applicable requirements Buyer of the DGCL and the CCC date on which such Disclosure Statement (including Sections 228 and 262 the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, (i) a summary of the DGCL), solicit Merger and this Agreement (which summary shall include a summary of the written consents of stockholders terms relating to the indemnification obligations of the Company for Equityholders, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (ii) a copy of this Agreement, (iii) the “Company Financial Statements, (iv) a description of any interested persons or interested transactions with respect to the Merger and this Agreement, (v) a statement that appraisal rights are available for the shares of Company Stock pursuant to Section 262 of the DGCL and a copy of such Section 262, (vi) such other information as may be required by Rules 502 or 506 of Regulation D promulgated under the Securities Act, and (vii) pursuant to Section 228 of the DGCL, a written notice to all stockholders of the Company that did not execute such Written Consent”). (b) If applicableConsent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company. The Buyer and its counsel shall be given an adequate opportunity to review and comment on the Disclosure Statement, and the Company shall reflect all reasonable comments of the Buyer or its counsel thereon. As expeditiously as possible following the execution of this Agreement, and in any event by 5:00 p.m., New York City time, on the Business Day immediately following the date of this Agreement, the Company shall (i) use commercially reasonable efforts Reasonable Best Efforts to secure and cause to be filed with the Written Consents from any Person who Company Stockholders necessary to secure the Company Stockholder Approval, which consents shall be in a form that is a “disqualified individual,” reasonably acceptable to the Buyer. As expeditiously as defined in Section 280G possible following the receipt 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 DateApproval, the Company shall deliver to Parent evidence satisfactory to Parent that the Buyer a vote certificate executed on behalf of the Company Stockholders was received by its Secretary and certifying that the Company Stockholder Approval has been obtained. (b) The Company shall ensure that the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in conformance with Section 280G order to make the statements made therein, in light of the Code and circumstances under which they were made, not misleading (provided that 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 Company shall not be made responsible for the accuracy or provided. Within a reasonable period completeness of time before taking such actions, any information concerning the Buyer or the Transitory Subsidiary furnished by the Buyer in writing for inclusion in the Disclosure Statement). (c) The Buyer shall ensure that any information furnished by the Buyer to the Company shall deliver in writing for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to Parent for review and comment copies state a material fact necessary in order to make the statements made therein, in light of any documents or agreements necessary to effect this Section 5.1(b)the circumstances under which they were made, 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 agreementsmisleading.