Stockholder Written Consent. Promptly following the execution of this Agreement, and in any event within twenty-four (24) hours thereof, the Company shall obtain the written consent, the form of which is attached hereto as Exhibit D (the “Stockholder Written Consent”), from the Stockholders holding outstanding shares of Company Capital Stock that are sufficient to fully and irrevocably deliver the Requisite Stockholder Approval. Within five (5) Business Days after the vote satisfying the Requisite Stockholder Approval is obtained, the Company shall prepare and circulate to all Stockholders who did not previously execute a Stockholder Written Consent an information statement (the “Information Statement”), the Stockholder Written Consent and any notices that such consent has been obtained as required, in each case, pursuant to applicable Legal Requirements or the Charter Documents of the Company and the Company shall use reasonable best efforts to solicit such Stockholders’ consent and to cause them to deliver their executed counterpart to the Stockholder Written Consent as soon as practicable following such circulation date. Such materials submitted to the Stockholders in connection with soliciting and obtaining such Stockholder Written Consents shall be subject to review and comment by Parent and the Company shall consider in good faith Parent’s comments thereto. The Company covenants that information 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 parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable Legal Requirements.
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) 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.
(b) The Company’s Board of Directors shall as soon as practicable but in no event more than five (5) Business Days following the filing of this Agreement with the SEC by Acquiror on Form 8-K, cause to be delivered to each Pre-Closing Holder a notice, which shall include the notice contemplated by Section 228(e) of the DGCL, together with copies of this Agreement, the Written Consent and the Company Stockholder Letter (the “Stockholder Notice”) stating that the Merger has been approved by the holders of at least sixty percent (60%) of the outstanding Common Stock, that each holder of the Common Stock has waived its appraisal rights with respect to the Merger Consideration pursuant to Section 5.2(f) of the Stockholders’ Agreement, and that the Merger shall occur in accordance with the terms and subject to the conditions of this Agreement. The delivery of the Stockholder Notice pursuant to this Section 6.3(b) shall have the same effect as the Principal Stockholders’ delivery of a “Drag-Along Rights Notice” (as such term is defined in Section 5.2(b) of the Stockholders’ Agreement) to each Pre-Closing Holder.
Stockholder Written Consent. The Company shall deliver the Stockholder Written Consent, duly executed by such Stockholders sufficient to obtain the Required Stockholder Approval.
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.
(b) The Buyer Parties shall promptly furnish to the Company all information concerning the Buyer Parties and provide such other assistance with the preparation of the Stockholder Disclosure Statement, in each case, as may be reasonably requested by the Company.
(c) Except as expressly permitted by Section 6.9, the Company Board shall not cause any Target Company to enter into any agreement providing for any Acquisition Transaction (other than an Acceptable Confidentiality Agreement) (an “Alternative Agreement”).
Stockholder Written Consent a. In addition to the Stockholder Written Consent executed and delivered by the Stockholder to the Company concurrently herewith, the Stockholder hereby agrees to execute and deliver any additional written consent to the Company in substantially the same form as the Stockholder Written Consent if and to the extent required under Section 228 of the DGCL to ensure the efficacy of the Stockholder Written Consent as of the Written Consent Effective Time (for purposes of this Agreement, any reference to the “Stockholder Written Consent” shall be deemed to include any such subsequent written consent).
b. The Stockholder Written Consent shall not be effective unless and until the Written Consent Effective Time.
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.
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