Common use of Written Consents; Section 262 Notices Clause in Contracts

Written Consents; Section 262 Notices. (a) Promptly (and in any event within three (3) Business Days) following the execution and delivery of this Agreement, the Company shall deliver to Buyer a copy of an irrevocable written consent of Stockholders constituting the Necessary Stockholder Approval, evidencing the adoption of this Agreement and the approval of the Transactions. (b) The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth (15th) Business Day after the date of this Agreement, deliver to any Stockholder that has not theretofore executed a written consent adopting this Agreement, approving the Transactions and waiving any appraisal rights under Section 262 of the DGCL (each, a “Remaining Stockholder”) a request that such Stockholder execute the written consent of the Company’s Stockholders approving the Merger as provided in Section 228 of the DGCL and that such Stockholder waive any appraisal rights under Section 262 of the DGCL. In connection with such request, the Company will, through the Company Board, recommend to its Stockholders approval of the Merger. Approval of this Agreement by the Stockholders of the Company will not restrict the ability of the Company Board thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited under Section 251(d) of the DGCL. As soon as reasonably practicable after the date of this Agreement, but in no event later than five (5) Business Days thereafter, the Company will deliver to Buyer, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of Buyer and its legal counsel delivered to the Company within two (2) Business Days after Buyer receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than fifteen (15) Business Days after the date of this Agreement.

Written Consents; Section 262 Notices. (a) Promptly (and in any event within three twenty-four (324) Business Dayshours) following the execution and delivery of this Agreement, the Company shall deliver to Buyer a copy of an irrevocable written consent of Stockholders constituting the Necessary Stockholder Approval, evidencing the adoption of this Agreement and the approval of the Transactions. (b) The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth tenth (15th10th) Business Day after the date of this Agreement, deliver mail to any Stockholder that has not theretofore executed a written consent adopting this Agreement, approving the Transactions and waiving any appraisal rights under Section 262 of the DGCL (each, a “Remaining Stockholder”) a request that such Stockholder execute the written consent of the Company’s Stockholders approving the Merger as provided in Section 228 of the DGCL and that such Stockholder waive any appraisal rights under Section 262 of the DGCL. In connection with such request, the Company will, through the Company Boardits board of directors, recommend to its Stockholders approval of the Merger. Approval of this Agreement by the Stockholders of the Company will not restrict the ability of the Company Board Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited under Section 251(d) of the DGCL. . (c) As soon as reasonably practicable after the date of this Agreement, but in no event later than five (5) Business Days thereafter, the Company will deliver to Buyer, for review and comment, the information statement or other information to be delivered to the Remaining StockholdersStockholders (the “Information Statement”), and will incorporate therein any reasonable comments of Buyer and its legal counsel delivered to the Company within two three (23) Business Days after Buyer receiving such information statement the Information Statement or other information. Such information statement The Information Statement or other information will be mailed by the Company to the Remaining Stockholders not later than fifteen ten (1510) Business Days after the date of this Agreement. The Company will cause the Information Statement to contain the notices required pursuant to the DGCL in connection with the Merger and otherwise comply with all applicable Laws. The Company will cause the Information Statement to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Written Consents; Section 262 Notices. (a) Promptly (and in any event within three (3) Business Daysby 11:59 p.m. central time on May 14, 2020) following the execution and delivery of this Agreement, the Company shall deliver to Buyer a copy of an irrevocable written consent of Stockholders constituting the Necessary Stockholder Approval, evidencing the adoption of this Agreement and the approval of the Transactions. (b) The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth (15th) Business Day after the date of this Agreement, deliver mail to any Stockholder that has not theretofore executed a written consent adopting this Agreement, approving the Transactions and waiving any appraisal rights under Section 262 of the DGCL (each, a “"Remaining Stockholder”") a request that such Stockholder execute the written consent of the Company’s 's Stockholders approving the Merger as provided in Section 228 of the DGCL and that such Stockholder waive any appraisal rights under Section 262 of the DGCL. In connection with such request, the Company will, through the Company Boardits board of directors, recommend to its Stockholders approval of the Merger. Approval of this Agreement by the Stockholders of the Company will not restrict the ability of the Company Board Company's board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited under Section 251(d) of the DGCL. As soon as reasonably practicable after the date of this Agreement, but in no event later than five (5) Business Days thereafter, the Company will deliver to Buyer, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of Buyer and its legal counsel delivered to the Company within two five (25) Business Days after Buyer receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than fifteen (15) Business Days after the date of this Agreement.

Written Consents; Section 262 Notices. (a) Promptly (and in any event within three (3) Business Days) following the execution and delivery of this Agreement, the Company shall deliver to Buyer a copy of an irrevocable written consent of Stockholders constituting the Necessary Stockholder Approval, evidencing the adoption of this Agreement and the approval of the Transactions. (b) The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth tenth (15th10th) Business Day after the date of this Agreement, deliver to any Stockholder that has not theretofore executed a written consent adopting this Agreement (each a “Remaining Stockholder”) (i) an information statement, (ii) the form of written consent adopting this Agreement, approving the Transactions and waiving any appraisal rights under Section 262 of the DGCL and required pursuant to other provisions of this Agreement (eachthe “Stockholder Consent”) (iii) all information required to be given to the Stockholders pursuant to the DGCL in connection with the Merger, a “including, to the extent applicable, adequate notice of the Merger and information concerning dissenters’ rights under the DGCL to all Stockholders entitled to receive such under the DGCL, (iv) notice to the Remaining Stockholder”Stockholders advising them of the action taken pursuant to the Necessary Stockholder Approval, which notice will be given pursuant to and in accordance with Section 228 of the DGCL, and (v) a request to the Remaining Stockholders that such Stockholder Remaining Stockholders (y) execute the written consent of the Company’s Stockholders Stockholder Consent approving the Merger as provided in Section 228 of the DGCL DGCL, and that such Stockholder (z) waive any appraisal rights under Section 262 of the DGCL. In connection with such requestDGCL (collectively, the Company will, through “Stockholder Materials”). The Stockholder Materials will include the recommendation of the board of directors of the Company Board, recommend to its Stockholders approval that they approve the Merger and adopt this Agreement, and the determination of the Mergerboard of directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Stockholders. Approval of this Agreement by the Stockholders of the Company will not restrict the ability of the Company Board Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited under Section 251(d) of the DGCL. As soon as reasonably practicable after the date of this Agreement, but in no event later than five (5) Business Days thereafter, the Company will deliver to Buyer, for review and comment, the information statement or other information Stockholder Materials to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of Buyer and its legal counsel delivered to the Company within two (2) Business Days after Buyer receiving such information statement or other informationthe Stockholder Materials. Such information statement or other information The Stockholder Materials will be mailed by the Company to the Remaining Stockholders not later than fifteen ten (1510) Business Days after the date of this Agreement.

Written Consents; Section 262 Notices. (a) Promptly (and in any event within three (3) Business Days) following the execution and delivery of this Agreement, the Company shall deliver to Buyer a copy of an irrevocable written consent of Stockholders constituting the Necessary Stockholder Approval, evidencing the adoption of this Agreement and the approval of the Transactions. (b) The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth (15th) Business Day after the date of this Agreement, deliver to any Stockholder that has not theretofore executed a written consent adopting this Agreement, approving the Transactions and waiving any appraisal rights under Section 262 of the DGCL (each, a “Remaining Stockholder”) a request that such Stockholder execute the written consent of the Company’s Stockholders approving the Merger as provided in Section 228 of the DGCL and that such Stockholder waive any appraisal rights under Section 262 of the DGCL. In connection with such request, the Company will, through the Company Boardits board of directors, recommend to its Stockholders approval of the Merger. Approval of this Agreement by the Stockholders of the Company will not restrict the ability of the Company Board Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited under Section 251(d) of the DGCL. As soon as reasonably practicable after the date of this Agreement, but in no event later than five (5) Business Days thereafter, the Company will deliver to Buyer, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of Buyer and its legal counsel delivered to the Company within two (2) Business Days after Buyer receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than fifteen (15) Business Days after the date of this Agreement.