Common use of Stockholder Written Consent Clause in Contracts

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. Promptly following As promptly as practicable after the execution of this AgreementRegistration Statement / Proxy Statement is declared effective under the Securities Act, and in any event within twenty-four ten (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 (510) Business Days after the vote satisfying the Requisite Stockholder Approval Registration Statement / Proxy Statement is obtaineddeclared effective, the Company shall prepare and circulate (i) cause to all Stockholders who did not previously execute be mailed to each Pre-Closing Holder a Stockholder notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the Written Consent an information statement in the form set forth on Exhibit D, and, as applicable, the Investor Rights Agreement and Letter of Transmittal (the “Information StatementCompany Stockholder Package”), stating (x) unless the Stockholder 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 any notices that such consent has been obtained (y) the timeline for returning executed copies of the documents included as required, in each case, pursuant to applicable Legal Requirements or the Charter Documents 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 use reasonable best efforts to solicit such Stockholders’ consent and to cause them to deliver their executed counterpart take all actions necessary pursuant to the Stockholder Written Consent as soon as practicable following such circulation date. Such materials submitted Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Stockholders Pre-Closing Holders entitled thereto in connection with soliciting and obtaining such Stockholder the Required Company Shareholder Approval, including notice of the Senior Preferred Conversion. Upon receipt of the Written Consents shall be subject to review and comment by Parent and Consent, 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 promptly deliver a copy thereof 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 RequirementsSTPK.

Stockholder Written Consent. Promptly following The Company shall deliver to Parent, no later than the first day after the execution and delivery of this Agreement, and in any event within twenty-four (24) hours thereof, the Company shall obtain the a written consent, in the form of which is attached hereto as Exhibit D H, duly executed by Persons holding at least a majority of the issued and outstanding Shares, adopting and approving this Agreement, the Mergers and the other transactions contemplated by this Agreement in accordance with the DGCL (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 No later than ten (510) Business Days days after the vote satisfying date hereof (or upon Parent’s reasonable approval of the Requisite form of Stockholder Approval is obtainedNotice, if later), the Company shall prepare and circulate to all Stockholders who did not previously execute mail a Stockholder Written Consent an information statement notice (the “Information StatementStockholder Notice”), ) to any holder of Shares that did not execute the Stockholder Written Consent Consent. The Stockholder Notice shall (i) be a statement to the effect that the Company’s board of directors determined that the Mergers are advisable in accordance with the DGCL and any notices that such consent has been obtained as required, in each case, pursuant to applicable Legal Requirements or the Charter Documents best interests of the Company holders of Shares and have approved and adopted this Agreement, the Mergers and the Company shall use reasonable best efforts other transactions contemplated by this Agreement, (ii) provide the Persons to solicit such Stockholders’ consent and to cause them to deliver their executed counterpart to whom it is sent with notice of the actions taken in the Stockholder Written Consent Consent, including the approval and adoption of this Agreement, the Mergers and the other transactions contemplated by this Agreement in accordance with Section 228(e) of the DGCL and the charter and bylaws of the Company, (iii) notify such holders of Shares of their dissent and appraisal rights pursuant to Section 262 of the DGCL and (iv) include such other information as soon shall be required by applicable Law. The Stockholder Notice shall include a copy of Section 262 of the DGCL and all such other information as practicable following Parent shall reasonably request, and shall be sufficient in form and substance to start the twenty (20)-day period during which a holder of Shares must demand appraisal of such circulation dateShares as contemplated by Section 262(d)(2) of the DGCL (the “Appraisal Period”). Such All materials submitted to the Stockholders holders of Shares in connection accordance with soliciting and obtaining such Stockholder Written Consents this Section 6.1 shall be subject to Parent’s advance 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 Requirementsreasonable approval.

Stockholder Written Consent. Promptly following (a) As promptly as practicable after the execution Registration Statement / Proxy Statement is declared effective under the Securities Act and, in any event within five (5) Business Days of the effectiveness of the Registration Statement / Proxy Statement, the Company shall cause to be delivered to each stockholder of the Company an information statement, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the form of 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 holder of Company Stock adopt this Agreement and approve the First 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 any event within twenty-four the Company Stockholder Package shall be in the form attached hereto as Exhibit D (24each, a “Written Consent”) hours thereofand shall be required from stockholders of the Company who collectively hold (A) at least a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class and, with respect to shares of Company Preferred Stock, on an as converted to Company Class A Common Stock basis, and (B) at least a majority of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class on an as converted to Company Class A Common Stock basis, (1) adopting this Agreement and approving the transactions contemplated by this Agreement (including the First Merger) pursuant to Section 228(a) and 251(c) of the DGCL and the Company’s Governing Documents and the Company Stockholder Agreements and (2) electing to effect a conversion of all of the issued and outstanding shares of Company Preferred Stock to shares of Company Class A Common Stock in accordance with Section 5.1(b) of Article IV(B) of the Company Charter, with the Mandatory Conversion Time (as defined in the Company Charter) to be conditioned upon the satisfaction or waiver of the conditions set forth in ‎Article 6 (other than those which will be satisfied as of the Closing), which conversion will occur as of immediately prior to the First Effective Time (such conversion collectively, the “Company Preferred Conversion”). The approval contemplated by the foregoing sentence is referred to herein as the “Required Company Stockholder Approval”. (b) As promptly as practicable after distribution of the Company Stockholder Package, 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 Required 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 deliver it 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 Requirements7GC.

Stockholder Written Consent. Promptly following As promptly as practicable after the execution of this AgreementRegistration Statement / Proxy Statement is declared effective under the Securities Act, and in any event within twenty-four ten (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 (510) Business Days after the vote satisfying the Requisite Stockholder Approval Registration Statement / Proxy Statement is obtaineddeclared effective, the Company shall prepare and circulate (i) cause to all Stockholders who did not previously execute be mailed to each Pre-Closing Holder a Stockholder notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the Written Consent an information statement in the form set forth on Exhibit E, and, as applicable, the Investor Rights Agreement and Letter of Transmittal (the “Information StatementCompany Stockholder Package”), stating (x) unless the Stockholder 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 E and any notices that such consent has been obtained (y) the timeline for returning executed copies of the documents included as required, in each case, pursuant to applicable Legal Requirements or the Charter Documents 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 Company 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 use reasonable best efforts to solicit such Stockholders’ consent and to cause them to deliver their executed counterpart take all actions necessary pursuant to the Stockholder Written Consent as soon as practicable following such circulation date. Such materials submitted Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Stockholders Pre-Closing Holders entitled thereto in connection with soliciting and obtaining such Stockholder the Required Company Shareholder Approval, including notice of the Company Preferred Conversion. Upon receipt of the Written Consents shall be subject to review and comment by Parent and Consent, 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 promptly deliver a copy thereof 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 RequirementsSTPC.

Stockholder Written Consent. Promptly following (a) As promptly as practicable after the execution 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 Longevity 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 any event within twenty-four the Company Stockholder Package shall be in in a form to be mutually agreed between the Purchaser and the Company (24the “Written Consent”) hours thereofand 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 Longevity 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”. (b) As promptly as practicable after distribution of the Company Stockholder Package, 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 Required 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 deliver it 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 RequirementsPurchaser.

Stockholder Written Consent. Promptly Immediately following the execution of this Agreement, and in any event within twenty-four (24) hours thereof, the Company shall obtain the solicit written consent, consent from all of its Stockholders in the form of which is attached hereto as Exhibit D 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 Stockholders holding outstanding shares of Company Capital Stock preceding solicitation that are sufficient to fully and irrevocably deliver the Requisite Stockholder Approval. Within five (5) Business Days after the vote satisfying Promptly upon obtaining the Requisite Stockholder Approval is obtainedApproval, the Company shall prepare and circulate and, as soon as reasonably practicable, send to all Stockholders on the record date for the Stockholder Written Consents 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, required 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 dateDelaware Law. 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 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 shall consider Board that the Stockholders adopt this Agreement and approve the Transactions and not exercise their appraisal rights under Delaware Law in good faith Parent’s comments theretoconnection with the Merger (the “Information Statement”). The Company covenants 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 parties Company Board shall updatenot alter, amend and supplement modify, change or revoke the Information Statement from time to time as may be required by applicable Legal RequirementsCompany Recommendation.

Stockholder Written Consent. Promptly (a) Immediately following the execution 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. (b) 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 of the effectiveness of the Registration Statement / Proxy Statement, cause to be delivered to each Pre-Closing Holder a notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, written notice of the Mandatory Conversion Time in a manner consistent with Section 5.2 of the Company Charter (if not earlier provided), the proposed form of Written Consent, and, as applicable, the Registration Rights Agreement, a Letter of Transmittal and/or a Warrant Cancelation Agreement (“Company Stockholder Package”), stating (i) that the Board of Directors recommends that each holder of Company Stock approve the Merger by execution of the Written Consent and in any event within twenty-four (24ii) hours thereofthe timeline for returning executed copies of the documents included as part of the Company Stockholder Package. In addition to the foregoing, as promptly as practicable following the date hereof, 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 its reasonable best efforts to solicit such Stockholders’ consent request each other holder of Company Stock that has not executed 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, delivered a Support Agreement on the date hereof to enter into and deliver a Support Agreement substantially in 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 form attached as may be required by applicable Legal Requirements.Exhibit - A.