1Required Stockholder Approval. (a)The Company shall, in accordance with the Organizational Documents and Delaware Law, solicit Stockholder Written Consents from all Company Stockholders promptly following the execution of this Agreement, and shall use its reasonable best efforts to obtain Stockholder Written Consents representing the Required Stockholder Approval promptly, and, subject to Section 7.1(b), simultaneously with the execution of this Agreement. The Company shall promptly deliver to Purchaser a copy of each executed Stockholder Written Consent upon receipt thereof from any Company Stockholder pursuant to such solicitation. Promptly upon obtaining the Required Stockholder Approval, the Company shall deliver evidence thereof to Purchaser, and shall thereafter, as soon as is reasonably practicable (and in any event prior to the Closing Date), prepare and send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to the applicable provisions of Delaware Law. All materials submitted to the Company Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Purchaser (the “Soliciting Materials”). Any Soliciting Materials to be submitted to the Company Stockholders in connection with the solicitation of their approval of the First Merger and this Agreement or providing notice thereof shall have been previously made available with reasonable time for review and reasonable approval by Purchaser and its Representatives. The Company shall update, amend and supplement the Soliciting Materials from time to time as may be required by applicable Legal Requirements, including the Securities Act. Notwithstanding anything to the contrary contained herein, none of the Soliciting Materials shall contain any information with respect to Purchaser or any of its Affiliates, the form and content of which information shall not have been approved by Purchaser prior to such inclusion.
