Stockholder Written Consent. Immediately following the execution of this Agreement, the Company shall solicit written consent from all of its Stockholders in the form attached hereto as Exhibit E (the “Stockholder Written Consent”). The Company shall promptly deliver to Parent a copy of each executed Stockholder Written Consent upon receipt thereof from any Stockholder pursuant to such solicitation. It is anticipated that, promptly after the execution of this Agreement, the Company will receive Stockholder Written Consents from Stockholders pursuant to the preceding solicitation that are sufficient to fully and irrevocably deliver the Requisite Stockholder Approval. Promptly upon obtaining the Requisite Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable, send to all Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to Delaware Law. Such materials submitted to the Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Parent and shall include the AIQ and an information statement regarding the Company, the terms of this Agreement and the Transactions and the unanimous recommendation of the Company Board that the Stockholders adopt this Agreement and approve the Transactions and not exercise their appraisal rights under Delaware Law in connection with the Merger (the “Information Statement”). The Company agrees that the information included in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The Company Board shall not alter, modify, change or revoke the Company Recommendation.
Stockholder Written Consent. The Company shall have obtained the Stockholder Written Consent.
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. 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. (a) As promptly as practicable after the Registration Statement is declared effective under the Securities Act and, in any event within five (5) Business Days of the effectiveness of the Registration Statement, the Company shall cause to be delivered to each Company Stockholder as of such date an information statement, which shall include copies of this Agreement, the Registration Statement, a Written Consent, and, as applicable, the Registration Rights Agreement, the Lock-up Agreement and/or a Letter of Transmittal (“Company Stockholder Package”), stating (i) that the board of directors of the Company recommends that each Company Stockholder adopt this Agreement and approve the Merger by execution of the Written Consent and (ii) the timeline for returning executed copies of the documents included as part of the Company Stockholder Package. The written consent included in the Company Stockholder Package shall be in in a form to be mutually agreed between the Purchaser and the Company (the “Written Consent”) and shall be required from Company Stockholders who collectively hold at least a majority of the voting power of the outstanding shares of Company Common Stock as of immediately prior to the Merger and following consummation of the Target Acquisitions pursuant to Section 228(a) and 251(c) of the DGCL and the Company’s Organizational Documents. The approval contemplated by the foregoing sentence is referred to herein as the “Required Company Stockholder Approval”.
Stockholder Written Consent. (a) Immediately following the execution of this Agreement, the Company shall take all actions necessary to obtain, and then deliver as promptly as practicable thereafter, an irrevocable written consent from the Principal Stockholders and Management Stockholders who collectively, for the avoidance of doubt, hold more than sixty percent (60%) of the total number of shares of Common Stock then outstanding that approves this Agreement and the Merger pursuant to Section 228(a) and 251(c) of the DGCL and Article Seventh of the Company’s Amended and Restated Certificate of Incorporation (the “Written Consent”). Upon receipt of the Written Consent, the Company shall promptly deliver a copy thereof to Acquiror.
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. (a) Within ten (10) calendar days following the date on which the Written Consent Effective Time occurs, the Company shall mail to its Stockholders the notice of action by written consent required by Sections 228(e) of the DGCL and the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (the “Stockholder Disclosure Statement”). Acquiror shall be given reasonable opportunity to review and comment upon the Stockholder Disclosure Statement prior to its dissemination to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Acquiror; provided, that the Company shall provide a reasonably complete draft of the Stockholder Disclosure Statement to Acquiror no later than one (1) Business Day following the date on which the Written Consent Effective Time occurs. The Stockholder Disclosure Statement shall include at least three years of summary financial statements of the Company and such other information as required by applicable Law.
Stockholder Written Consent. 2 Stockholders.............................................................. 7
Stockholder Written Consent. An action by unanimous written consent of the Stockholders approving and adopting this Agreement and the Merger (the “Stockholder Written Consent”) shall be obtained by the Company as of the date of this Agreement.
