Common use of Stockholder Consent Clause in Contracts

Stockholder Consent. The Company shall use its reasonable best efforts to obtain and deliver to Buyer, as soon as reasonably practicable, but in no event later than 5 p.m. New York time on January 26, 2016, (i) written consents in the form attached hereto as Exhibit E in favor of the adoption and approval of this Agreement and the transactions contemplated hereby executed on behalf of stockholders that hold shares of Capital Stock constituting at least eighty percent (80%) of the outstanding shares of Capital Stock (such stockholders, the “Initial Consenting Stockholders”), which shall be sufficient to adopt and approve this Agreement and the transactions contemplated hereby as required under the Company Charter and the DGCL (the “Stockholder Consent”) and (ii) the Required Stockholder Joinders from the Initial Consenting Stockholders. As soon as reasonably practicable following receipt of the Stockholder Consent and, in any event, within five (5) Business Days thereof, the Company shall send to any holder of Capital Stock who has not provided such approval (a) notice that such approval has been obtained from the requisite stockholders as required pursuant to Section 228 of the DGCL, (b) notice of such stockholder’s appraisal rights as required pursuant to Section 262 of the DGCL, (c) the Drag-Along Notice and (d) any other information required by the DGCL or applicable securities Laws. The Company shall afford Buyer a reasonable opportunity to review and comment upon the documents described in the preceding sentence and shall in good faith consider Buyer’s comments thereto.

Stockholder Consent. (a) The Company shall, promptly within 24 hours of the execution of this Agreement, cause the Written Consent to be effective and shall use its reasonable best efforts deliver the Written Consent to obtain and deliver to Buyer, as soon as reasonably practicableBuyer promptly thereafter. (b) Promptly following, but in no event later than 5 p.m. New York time on January 26seven (7) Business Days after, 2016, (i) written consents in the form attached hereto as Exhibit E in favor receipt of the adoption and approval of this Agreement and the transactions contemplated hereby executed on behalf of stockholders that hold shares of Capital Stock constituting at least eighty percent (80%) of the outstanding shares of Capital Stock (such stockholdersWritten Consent, the “Initial Consenting Stockholders”), which Company shall be sufficient to adopt prepare and approve this Agreement and the transactions contemplated hereby as required under the Company Charter and the DGCL mail a notice (the “Stockholder ConsentNotice”) to every Company Stockholder that did not execute the Written Consent. The Stockholder Notice shall (i) be a statement to the effect that the Company Board 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, (ii) provide the Required Stockholder Joinders from the Initial Consenting Stockholders. As soon as reasonably practicable following receipt Company Stockholders to whom it is sent with notice of the Stockholder Consent andactions taken in the Written Consent, in any event, within five (5) Business Days thereofincluding the approval and adoption of this Agreement, the Company shall send to any holder of Capital Stock who has not provided such approval (aMerger and the other Transactions in accordance with Section 228(e) notice that such approval has been obtained from the requisite stockholders as required pursuant to Section 228 of the DGCL, DGCL and the Bylaws and (biii) notice notify such Company Stockholder of such stockholder’s their dissent and appraisal rights as required pursuant to Section 262 of the DGCL, (c) the Drag-Along . The Stockholder Notice shall include therewith a copy of Section 262 of DGCL and (d) any all such other information required as Buyer shall reasonably request, and shall be sufficient in form and substance to start the twenty (20) day period during which a Company Stockholder must demand appraisal of such Company Stockholder’s Company Capital Shares as contemplated by Section 262(d)(2) of the DGCL or applicable securities LawsDGCL. The All materials submitted to the Company Stockholders in accordance with this Section 5.5(b) shall afford Buyer a reasonable opportunity be subject to Buyer’s advance review and comment upon the documents described in the preceding sentence and shall in good faith consider Buyer’s comments theretoreasonable approval.

Stockholder Consent. (a) The Company shall use its reasonable best efforts to obtain and deliver to Buyerobtain, as soon as reasonably practicable, but in no event later than 5 11:59 p.m. New York central time on January 26the first Business Day after the execution and delivery of this Agreement, 2016, (i) irrevocable written consents in the form attached hereto as Exhibit E in favor of the adoption and approval of this Agreement and the transactions contemplated hereby executed on behalf of stockholders that hold shares of Capital Stock constituting at least eighty percent (80%) of the sufficient outstanding shares of Capital Stock (such stockholders, the “Initial Consenting Stockholders”)Common Stock, which shall be sufficient include the Conserve School Trust, the Company Profit Sharing Plan and all members of the Company’s board of directors who own shares of Common Stock as of such time, in each case to adopt and approve this Agreement and the transactions contemplated hereby as required under the Company Charter and the DGCL Act in the form attached hereto as Exhibit F (the “Stockholder Consent”). (b) and (ii) the Required Stockholder Joinders from the Initial Consenting Stockholders. As soon as reasonably practicable Promptly following receipt of the Stockholder Consent andConsent, but in any event, within five (5) no event later than two Business Days thereofafter receipt of the Stockholder Consent, the Company shall send deliver to any holder of Capital Common Stock who has not provided such approval approved this Agreement and the transactions contemplated hereby (a) a notice that such of the approval has been obtained from of the requisite Merger and the other transactions contemplated hereby and the adoption of this Agreement by written consent of the stockholders as pursuant to the applicable provisions of the Act and (b) any other notice required under the applicable provisions of the Act, the Company Charter or the bylaws of the Company, or the Governing Documents of any Group Company, any contracts between or among the Company and any holder of Common Stock, including the notice required pursuant to to, and in accordance with, Section 228 of the DGCL, (b) Act and the notice to holders of such stockholder’s Shares of their appraisal rights as required pursuant to to, and in accordance with, Section 262 of the DGCLAct, (c) the Drag-Along Notice which notice shall be in form and (d) any other information required by the DGCL or applicable securities Laws. The Company shall afford Buyer a reasonable opportunity substance reasonably satisfactory to review and comment upon the documents described in the preceding sentence and shall in good faith consider Buyer’s comments thereto.

Stockholder Consent. The Company Radish shall use its reasonable best efforts take all action necessary ------------------- in accordance with applicable law to obtain the written consent of its stockholders owning 100% of each class or series of the issued and deliver outstanding Radish Preferred and of its stockholders owning at least 60% of Radish's issued and outstanding Radish Common entitled to Buyer, as soon as reasonably practicable, but in vote on this matter (the "Consent") no event ------- later than 5 p.m. New York time December 19, 1996, (the "Stockholder Consent") for the purpose of ------------------- approving and adopting this Agreement (including the transactions contemplated hereby). On or before December 13, 1996 Radish shall mail to each stockholder who was a stockholder on January 26, 2016the record date for determining stockholders entitled to vote, (i) written consents an information statement (the "Information Statement") with respect --------------------- to the matters to be submitted for stockholder approval in the form attached hereto as Exhibit E Stockholder Consent, in favor which its Board of Directors shall recommend to its stockholders the adoption and approval of this Agreement and (including the transactions contemplated hereby executed on behalf of stockholders that hold shares of Capital Stock constituting at least eighty percent (80%) of the outstanding shares of Capital Stock (such stockholders, the “Initial Consenting Stockholders”hereby), which shall be sufficient to adopt and approve this Agreement and the transactions contemplated hereby as required under the Company Charter and the DGCL (the “Stockholder Consent”) and ; (ii) the Required Stockholder Joinders from the Initial Consenting Stockholders. As soon as reasonably practicable following receipt of the Stockholder Consent and, in any event, within five Consent; and (5iii) Business Days thereof, the Company shall send to any holder of Capital Stock who has not provided such approval (a) a notice that such approval has been obtained from the requisite stockholders as required pursuant to Section 228 of the DGCL, (b) notice of such stockholder’s appraisal rights as required pursuant to are available for the shares of Radish Common (treating shares of Radish Preferred on an as-converted basis) held by each such stockholder of Radish, together with a copy of Section 262 of the DGCLDelaware Corporation Law, (cin satisfaction of Radish's obligations under Section 262(d)(2) of the Drag-Along Notice and (d) any Delaware Corporation Law. In addition, the Information Statement shall be accompanied by such other information required provided by SystemSoft as SystemSoft deems necessary in order to provide for the DGCL or applicable securities Laws. The Company shall afford Buyer a reasonable opportunity offer and sale of the SystemSoft Common to review and comment upon the documents described be issued in the preceding sentence Merger to be exempt from any applicable registration or qualification requirements under either federal or state securities or "Blue Sky" laws. Radish shall use all reasonable efforts to obtain all votes and shall in good faith consider Buyer’s comments theretoapprovals of its stockholders necessary for the approval and adoption of this Agreement under the Delaware Corporation Law (including the transactions contemplated hereby).