Common use of Stockholders Consent Clause in Contracts

Stockholders Consent. (a) The Board of Directors of the Company will submit (i) this Merger Agreement and the Merger, (ii) the Amended and Restated Charter, (iii) the Contribution Transaction, and (iv) the Private Placement Offering to its shareholders for their adoption and will recommend to its shareholders such adoption. In connection therewith, the Company shall prepare and file with the SEC, as soon as practicable, the Information Statement and shall use its best efforts promptly to obtain clearance by the staff of the SEC of the mailing of such material to its shareholders. The Company will use its best efforts to obtain the necessary approval of this Merger Agreement, the Amended and Restated Charter and the Private Placement Offering by its shareholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law to effectuate the Merger and the other transactions contemplated hereby. In obtaining the authorization and approval of its shareholders, the Company shall comply with all applicable Federal and state securities and other laws in connection with the transactions to be effected hereunder. Without limiting the generality of the foregoing, the Company agrees that the information contained in the Information Statement (other than information as to ET furnished to the Company in writing by ET) (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company's shareholders and at all times thereafter through the Effective Date of the Merger. The Company shall not distribute any material to its shareholders in connection with this Merger Agreement and the transactions contemplated hereby other than materials contained in the Information Statement cleared by the staff of the SEC, except such additional material cleared by the staff of the SEC.

Stockholders Consent. (a) The Board of Directors of the Company will submit (i) this Merger Agreement and During the Merger, (ii) the Amended and Restated Charter, (iii) the Contribution Transaction, and (iv) the Private Placement Offering to its shareholders for their adoption and will recommend to its shareholders such adoption. In connection therewithPre-Closing Period, the Company shall prepare take all action necessary in accordance with this Agreement, the DGCL, the Company Charter and file the Company Bylaws to obtain, within twenty-four (24) hours after this Agreement is executed by the Parties, the Company Stockholder Written Consent executed by the Company Minimum Holders and sufficient for the Company Stockholder Approval in lieu of a meeting pursuant to Section 228 of the DGCL, for purposes of (A) adopting this Agreement and approving the Merger and all other transactions contemplated hereby, including the conversion of the Company Preferred Stock into Company Common Stock, (B) acknowledging that such adoption and approval of the Merger and the conversion of the Company Preferred Stock into Company Common Stock given thereby is irrevocable and that such stockholder is aware it may have the right to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL, and (C) acknowledging that by its approval of the Merger it is not entitled to appraisal or dissenters’ rights with respect to its shares in connection with the SEC, as soon as practicable, Merger and thereby waives any rights to receive payment of the Information Statement and fair value of its capital stock under the DGCL. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve the Merger or the conversion of the Company Preferred Stock into Company Common Stock or this Agreement. The Company shall use its best efforts promptly to obtain clearance by the staff of the SEC of the mailing of such material to its shareholders. The Company will use its best commercially reasonable efforts to obtain the necessary approval of this Merger Agreement, the Amended and Restated Charter and the Private Placement Offering Company Stockholder Written Consent executed by its shareholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law to effectuate the Merger and the other transactions contemplated hereby. In obtaining the authorization and approval of its shareholders, the Company shall comply Minimum Holders, sufficient for the Company Stockholder Approval and in compliance with all applicable Federal Laws, and state securities and other laws in connection with the transactions shall use commercially reasonable efforts to cause such Company Stockholder Written Consent not to be effected hereunder. Without limiting the generality of the foregoing, the Company agrees that the information contained in the Information Statement (other than information as to ET furnished to the Company in writing by ET) (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact waived or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company's shareholders and at all times thereafter through the Effective Date of the Merger. The Company shall not distribute any material to its shareholders in connection with this Merger Agreement and the transactions contemplated hereby other than materials contained in the Information Statement cleared by the staff of the SEC, except such additional material cleared by the staff of the SECrevoked.

Stockholders Consent. (a) The Board Company, acting through the Company Board, immediately following the execution of Directors this Agreement by the Company, shall request, in accordance with applicable law, that following the execution of this Agreement the Company’s stockholders approve this Agreement by written consent, as permitted by the Company Organizational Documents (the “Written Consent”) and take all actions reasonably necessary to approve the performance of the Company will submit (i) this Company’s obligations hereunder, including, without limitation, the Merger Agreement and the Merger, (ii) the Amended and Restated Charter, (iii) the Contribution Transaction, and (iv) the Private Placement Offering to its shareholders for their adoption and will recommend to its shareholders such adoption. In connection therewith, the Company shall prepare and file with the SEC, as soon as practicable, the Information Statement and shall use its best efforts promptly to obtain clearance by the staff of the SEC of the mailing of such material to its shareholdersTransactions. The Company will shall use its best efforts to obtain Written Consents satisfactory to achieve the necessary approval Required Vote (together with executed Letter Agreements (as defined below) from the applicable Letter Agreement Shareholders) no later than 11:59 p.m. MST as of this Merger Agreementthe date hereof and, furthermore, will use its reasonable best efforts to obtain Written Consents from all other holders of Company Capital Stock prior to the Amended Closing and Restated Charter and to satisfy the Private Placement Offering by its shareholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law condition to effectuate the Merger and the other transactions contemplated herebyClosing in Section 6.1(l). In obtaining the authorization and approval of its shareholdersaddition, the Company shall comply with all applicable Federal and state securities and other laws in connection with the transactions not accept any such Written Consents prior to be effected hereunder. Without limiting the generality obtaining from each of the foregoingLetter Agreement Shareholders, and delivering to Buyer, a letter agreement in the form set forth as Exhibit C hereto (the “Letter Agreement”), which representation letter sets forth such stockholders status as an “accredited investor” within the meaning of the Securities Act. In addition, the Company agrees that shall send, pursuant to Sections 228 and 262(d) of the information contained in the Information Statement (other than information as DGCL, a written notice to ET furnished to all the Company in writing by ET) (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will Stockholders who did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company's shareholders and at all times thereafter through the Effective Date of the Merger. The Company shall not distribute any material to its shareholders in connection with execute such Written Consent informing them that this Merger Agreement and the transactions contemplated hereby other than materials contained Merger were adopted and approved by the Company Stockholders and that appraisal rights are available for their shares of Company Capital Stock pursuant to Section 262 of the DGCL (which notice shall include a copy of such Section 262), and shall promptly inform Buyer of the date on which such notice was sent. The Company, Buyer and Merger Co. shall assist and cooperate in the Information Statement cleared preparation of such written notice and accompanying materials, which shall include a description of the Transactions, a summary of the terms relating to the indemnification obligations of the shareholders of the Company, the escrow arrangements and the authority of the Indemnification Representative, and a statement that the adoption of this Agreement by the staff Company Stockholders constituted approval of such terms. Buyer shall have the SEC, except right to review and reasonably approve such additional material cleared disclosure information and the Company shall consider in good faith all comments made by Buyer. The Company’s obligation to obtain Written Consents in accordance with this Section 3.9(a) shall not be limited to or otherwise affected by the staff commencement, disclosure, announcement or submission to Company of the SECany Acquisition Proposal.

Stockholders Consent. (ai) The Board Promptly after the Registration Statement has been declared effective under the Securities Act, and in any event no later than five (5) Business Days thereafter, the Company shall obtain the Company Stockholder Written Consent executed by the Company Minimum Holders and sufficient for the Company Stockholder Approval in lieu of Directors a meeting pursuant to Section 228 of the DGCL, for purposes of (i) adopting this Agreement and approving the Merger and all other transactions contemplated hereby, including the conversion of the Company will submit (i) this Merger Agreement and Preferred Stock into Company Common Stock as of immediately prior to the MergerEffective Time, (ii) the Amended and Restated Charter, (iii) the Contribution Transaction, and (iv) the Private Placement Offering to its shareholders for their acknowledging that such adoption and will recommend to its shareholders such adoption. In connection therewith, the Company shall prepare and file with the SEC, as soon as practicable, the Information Statement and shall use its best efforts promptly to obtain clearance by the staff of the SEC of the mailing of such material to its shareholders. The Company will use its best efforts to obtain the necessary approval of this Merger Agreement, the Amended and Restated Charter and the Private Placement Offering by its shareholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law to effectuate the Merger and the other transactions contemplated hereby. In obtaining conversion of the authorization Company Preferred Stock into Company Common Stock given thereby as of immediately prior to the Effective Time is irrevocable and that such stockholder is aware it may have the right to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL, and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal or dissenters’ rights with respect to its shareholders, the Company shall comply with all applicable Federal and state securities and other laws shares in connection with the transactions Merger and thereby waives any rights to be effected hereunder. Without limiting the generality receive payment of the foregoing, fair value of its capital stock under the DGCL. Under no circumstances shall the Company agrees assert that any other approval or consent is necessary by its stockholders to approve the information contained in Merger or the Information Statement (other than information as to ET furnished to conversion of the Company in writing by ET) (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact Preferred Stock into Company Common Stock or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company's shareholders and at all times thereafter through the Effective Date of the Merger. The Company shall not distribute any material to its shareholders in connection with this Merger Agreement and the transactions contemplated hereby other than materials contained in the Information Statement cleared by the staff of the SEC, except such additional material cleared by the staff of the SECAgreement.

Stockholders Consent. (a) The Board of Directors of the Company will submit (i) During the Pre-Closing Period, the Company shall take all action necessary in accordance with this Merger Agreement, the DGCL, the Company Charter and the Company Bylaws to obtain and shall obtain, as promptly as practicable following the execution hereof (but in any event within 24 hours following the execution hereof), the Company Stockholder Written Consent via written consent sufficient for the Required Company Stockholder Approvals in lieu of a meeting pursuant to Section 228 of the DGCL, for purposes of (i) adopting this Agreement and approving the Merger, (ii) the Amended and Restated Charter, (iii) the Contribution Transaction, and (iv) the Private Placement Offering to its shareholders for their acknowledging that such adoption and will recommend to its shareholders such adoption. In connection therewith, the Company shall prepare and file with the SEC, as soon as practicable, the Information Statement and shall use its best efforts promptly to obtain clearance by the staff of the SEC of the mailing of such material to its shareholders. The Company will use its best efforts to obtain the necessary approval of this Merger Agreement, the Amended and Restated Charter and the Private Placement Offering by its shareholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law to effectuate the Merger and the other transactions contemplated hereby. In obtaining Contemplated Transactions given thereby is irrevocable and that such stockholder is aware it may have the authorization right to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL, and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal or dissenters’ rights with respect to its shareholders, the Company shall comply with all applicable Federal and state securities and other laws shares in connection with the transactions Merger and thereby waives any rights to be effected hereunder. Without limiting the generality receive payment of the foregoingfair value of its capital stock under the DGCL. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve this Merger, the Company agrees that the information contained in the Information Statement (other than information as to ET furnished to conversion of the Company in writing by ET) (i) will comply in all respects with Series A and Series B Preferred Stock into Company Common Stock, the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact other Contemplated Transactions or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company's shareholders and at all times thereafter through the Effective Date of the Mergerthis Agreement. The Company shall use best efforts to ensure that all Company Stockholder Written Consents are obtained in compliance with all applicable Laws, and shall not distribute waive or revoke any material to its shareholders in connection with this Merger Agreement and the transactions contemplated hereby other than materials contained in the Information Statement cleared by the staff of the SEC, except such additional material cleared by the staff of the SECCompany Stockholder Written Consent.