Common use of Stockholder Consent or Approval Clause in Contracts

Stockholder Consent or Approval. (a) As expeditiously as possible (and in any event within four (4) Business Days) following the execution of this Agreement, the Company shall mail or otherwise distribute the Disclosure Statement, in a form reasonably acceptable to the Buyer, to the Company Stockholders, and shall promptly inform the Buyer of the date on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, (i) 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, 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 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 use Reasonable Best Efforts to secure and cause to be filed with the Written Consents from Company Stockholders necessary to secure the Company Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible 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.

Stockholder Consent or Approval. 147. In accordance with the Company Charter and the Company’s bylaws and the applicable requirements of the DGCL (aincluding Sections 228 and 262 of the DGCL), the Company shall seek and shall use its reasonable best efforts to (i) As expeditiously as possible promptly (and in any event within four (424 hours) Business Days) following after the execution of this Agreement, the obtain and deliver to Parent, a written consent of holders of Company shall mail or otherwise distribute the Disclosure Statement, in a form reasonably acceptable to the Buyer, to the Company Stockholders, and shall promptly inform the Buyer of the date on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, (i) 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, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that Capital Stock approving the adoption of this Agreement by the stockholders and approval of the Merger (the “Written Consent”) evidencing receipt of the Required Company shall constitute approval of such terms), Stockholder Vote and (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 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 promptly 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 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 applicable and if requested by Parent, the Company shall (i) use Reasonable Best Efforts 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 cause 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 filed with “parachute payments” pursuant to Section 280G of the Written Consents from Code (the “Waived 280G Benefits”) and (ii) if such waiver is obtained, submit for approval by the Company Stockholders necessary at least five (5) Business Days prior to secure 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 Stockholder ApprovalStockholders as contemplated above. If applicable, which consents the Company shall be 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 a form that is reasonably acceptable sufficient time to allow Parent to comment thereon but no less than five (5) Business Days prior to the Buyer280G Stockholder Vote, and shall reflect all reasonable comments of Parent thereon. As expeditiously as possible following If applicable, prior to the receipt of the Company Stockholder ApprovalClosing Date, the Company shall deliver to the Buyer Parent evidence satisfactory to Parent that a certificate executed on behalf vote of the Company by its Secretary Stockholders was received in conformance with Section 280G of the Code and certifying the regulations thereunder, or that such requisite stockholder approval has not been obtained with respect to the Company Stockholder Approval has Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been obtainedand shall not be made or provided.

Stockholder Consent or Approval. (a) As expeditiously as possible (and in any event within four (4) Business Days) following the execution of this Agreement, the Company shall mail or otherwise distribute the Disclosure Statement, in a form reasonably acceptable to the Buyer, to the Company Stockholders, and shall promptly inform the Buyer of the date on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, (i) 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, 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 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 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 Consents from Consent duly executed by Company Stockholders necessary sufficient to secure the Company Stockholder ApprovalApproval (collectively, which consents shall be in a form that is reasonably acceptable to the Buyer“Consenting Stockholders”). As expeditiously as possible 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. Promptly (and in no event later than three (3) Business Days) following receipt of the Company Stockholder Approval, the Company shall deliver to 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 on the Disclosure Statement, and the Company shall reasonably reflect all 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. (a) As expeditiously as possible (following the execution of this Agreement and in any event within four one (41) Business Days) following Day after the execution of this Agreement, the Company shall mail or otherwise distribute the Disclosure Statement, in a form reasonably acceptable to the Buyer, to the Company Stockholders, and shall promptly inform the Buyer of the date on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, include (i) 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, 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), ) and (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 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 within one (1) Business Day immediately following after the date execution of this Agreement, the Company shall use Reasonable Best Efforts to secure and cause to be filed with the Written Consents Company consents from Company Stockholders necessary to secure the Company Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible 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. The Company shall also send, pursuant to Sections 228 and 262(d) of the DGCL, a written notice to all Company Stockholders that did not execute such written consent informing them that this Agreement and the Merger 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.

Stockholder Consent or Approval. (a) As expeditiously as possible (and in any event within four (4) Business Days) Immediately following the execution and delivery of this Agreement, the Company shall mail or otherwise distribute deliver to Parent written consents of the Disclosure StatementCompany 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 a form reasonably acceptable to the Buyer, to accordance with the Company Stockholders, Charter and shall promptly inform the Buyer Company’s bylaws and the applicable requirements of the date on which such Disclosure Statement DGCL (including Sections 228 and 262 of the notices contained therein) was sent to DGCL), and, if applicable, the Company Stockholders. The Disclosure Statement shall include, among other thingsCalifornia Code, (i) prepare an information statement (the “Information Statement”), and (ii) cause a summary copy of the Merger Information Statement, together with the Written Consent and this Agreement (which summary shall include a summary of the terms relating Company Board Recommendation, to be delivered to the indemnification obligations of the physical or electronic address on record for each Company Equityholders, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that the Stockholder who is entitled to vote upon adoption of this Agreement by and who did not already do so as of the stockholders 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 shall constitute approval unanimously determined that the Merger is advisable in accordance with Section 251(b) of such terms)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) a copy 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) the notify such Company Financial Statements, (iv) a description Stockholders of any interested persons or interested transactions with respect to the Merger their dissent 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 DGCL. The Information Statement shall include therewith a copy of such Section 262, (vi) 262 of Delaware Law and all such other information as may be required by Rules 502 or 506 of Regulation D promulgated under the Securities Act, and (vii) pursuant Parent shall reasonably request. All materials submitted to Section 228 of the DGCL, a written notice to all stockholders of the Company that did not execute such Written Consent informing them that Stockholders in accordance with this Agreement and the Merger were adopted and approved by the stockholders of the Company. The Buyer and its counsel Section 5.1(c) shall be given an adequate opportunity subject to Parent’s advance 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 use Reasonable Best Efforts to secure and cause to be filed with the Written Consents from Company Stockholders necessary to secure the Company Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible 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 obtainedapproval.