Stockholder Written Consent. As promptly as practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, and in any event within ten (10) Business Days after the Registration Statement / Proxy Statement is declared effective, the Company shall (i) cause to be mailed to each Pre-Closing Holder a notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the Written Consent in the form set forth on Exhibit D, and, as applicable, the Investor Rights Agreement and Letter of Transmittal (the “Company Stockholder Package”), stating (x) unless the Board of Directors has changed its recommendation in accordance with Section 5.8, that the Board of Directors recommends that each Pre-Closing Holder approve the Merger by execution of the Written Consent in the form set forth on Exhibit D and (y) the timeline for returning executed copies of the documents included as part of the Company Stockholder Package, and (ii) take all actions necessary to obtain the Written Consent from the Pre-Closing Holders, who, collectively, constitute a Requisite Threshold, evidencing the Required Company Shareholder Approval and the Senior Preferred Conversion, in accordance with Section 228(a) and 251(c) of the DGCL, the Company’s Governing Documents and the Company Shareholder Agreements. The Company shall take all actions necessary pursuant to the Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto in connection with obtaining the Required Company Shareholder Approval, including notice of the Senior Preferred Conversion. Upon receipt of the Written Consent, the Company shall promptly deliver a copy thereof to STPK.
Stockholder Written Consent. The Company shall have obtained the Stockholder Written Consent.
Stockholder Written Consent. Within twenty-four (24) hours after the execution and delivery of this Agreement, the Company Stockholder shall deliver to the Purchaser the Stockholder Written Consent duly executed by the Company Stockholder.
Stockholder Written Consent. Following the execution of this Agreement on the Effective Date, the Stockholders shall execute and deliver to the Company and Parent the Stockholder Written Consent.
Stockholder Written Consent. Immediately following the execution of this Agreement (and in any event within one (1) day), the Company shall deliver to Parent a copy of the Stockholder Written Consent. In addition, promptly following the execution of this Agreement the Company shall use commercially reasonable efforts to obtain the approval of any Company Stockholder who has not approved this Agreement.
Stockholder Written Consent. Stockholders holding shares of Company Capital Stock representing at least eighty percent (80%) of the shares of Company Capital Stock entitled to vote on the Transactions shall have executed and delivered to Parent the Stockholder Written Consent with respect to such shares and such Stockholder Written Consent shall be in full force and effect.
Stockholder Written Consent. The Company shall have obtained the Stockholder Written Consent signed by each of the Principal Stockholders and additional Stockholders who, together with the Principal Stockholders, collectively hold at least 85% of the Company Shares (on an as converted basis).
Stockholder Written Consent. (a) Immediately following the occurrence of the Company Preferred Conversion, the Company shall take all actions necessary to obtain, and then deliver as promptly as practicable thereafter, an irrevocable written consent from each of the Pre-Closing Holders set forth on Exhibit E, who, collectively, for the avoidance of doubt, will hold at least a majority of the Company Common Stock then outstanding following the consummation of the Company Preferred Conversion, that approves this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby (including the Merger) pursuant to Section 228(a) and 251(c) of the DGCL and the Company’s Governing Documents and the Company Shareholder Agreements (the “Written Consent”). The Company shall take all actions necessary pursuant to the Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto in connection with obtaining such Written Consent, including notice of the Company Preferred Conversion pursuant to the Conversion Written Consent. Upon receipt of the Written Consent, the Company shall promptly deliver a copy thereof to PTAC.
Stockholder Written Consent. Immediately following the execution and delivery of this Agreement by the Company, the Company shall obtain the adoption of this Agreement and the approval of the transactions contemplated hereby and by the Asset Purchase Agreement, including each of the matters set forth in Section 4.1(a) hereof, pursuant to an Action by Written Consent, in the form attached hereto as Exhibit H (the “Stockholder Written Consent”), signed by Xxxxxxx X. Xxxxxxx, Telegraph Hill Partners, L.P. and its Affiliates that are Stockholders, each member of the Company’s Board of Directors (and any Affiliate entities) in his, her or its capacity as a Stockholder, and such other Stockholders who, together with the foregoing, hold at least (i) a majority of the Outstanding Series B Preferred Shares voting as a separate class or series, (ii) a majority of the Outstanding Common Shares voting as a separate AMBION, INC. AGREEMENT AND PLAN OF MERGER Back to Contents class, and (iii) a majority of the Outstanding Preferred Shares and a majority of the Outstanding Common Shares voting together and not as separate classes on an as-converted to Common Stock basis (the “Signing Stockholder Consent”), pursuant to and in strict accordance with the applicable provisions of the DGCL and the Company’s Amended and Restated Certificate of Incorporation and Bylaws.
Stockholder Written Consent. Promptly following the execution of this Agreement, the Company shall obtain the Stockholder Written Consent. Immediately following receipt of the Stockholder Written Consent, the Company shall deliver a copy of such Stockholder Written Consent to Parent. Promptly following receipt of the Stockholder Written Consent, the Company shall deliver to the Company Stockholders that did not execute the Stockholder Written Consent (a) a copy of such Stockholder Written Consent and (b) the notice required pursuant to Section 228 of the DGCL (the “Stockholder Notice”). Nothing contained in this Section 5.12 shall be deemed to prohibit the Company from making any required disclosure to the Company Stockholders if, in the good faith judgment of the Company Board, failure to so disclose would be inconsistent with its fiduciary obligations to the Company Stockholders under applicable Law. 49
