Corporate Proceedings; Stockholder Approval. The Principal Stockholders and the Company shall ensure that (i) resolutions (in form satisfactory to the Purchaser) of the Company Board approving or adopting, as applicable, all necessary further action of the Company Board, the Merger, this Agreement, the Transactional Agreements and the Transactions and recommending approval by the Company's stockholders of the Merger, this Agreement, the Transactional Agreements and the Transactions, are passed as necessary pursuant to applicable law, and (ii) the stockholders of the Company, acting by written consent as pursuant to Section 228 of the DGCL (unless otherwise required), take all necessary action to approve or adopt, as applicable, the Merger, the Agreement, the Transactional Agreements and the Transactions. In furtherance, and not in limitation of the foregoing:
Corporate Proceedings; Stockholder Approval. The Named PickAx Stockholder and PickAx shall ensure that resolutions (in form and substance satisfactory to Omnis) of the PickAx Board approving or adopting this Agreement, the other Transactional Agreements and the Transactions and recommending approval by PickAx's stockholders of the Agreement, the other Transactional Agreements and the Transactions, and authorizing or approving all necessary further action by the officers of PickAx, are passed as necessary pursuant to applicable law. PickAx, acting through the PickAx Board, shall, in accordance with all applicable legal requirements and its Certificate of Incorporation and Bylaws (i) promptly and duly call, give notice of, convene and hold as soon as practicable a meeting (or solicit an action by written consent in lieu thereof) of its stockholders for the purpose of voting to approve and adopt the Merger and this Agreement and the other Transactional Agreements to which PickAx is a party, and (ii) recommend approval and adoption of the Merger and this Agreement and the other Transactional Agreements to which PickAx is a party by PickAx's stockholders and take all lawful action to solicit such approval. At the time this Agreement is executed and delivered by PickAx, PickAx further shall deliver to Omnis a Voting Trust Agreement in substantially the form of Exhibit I, duly executed by the Named PickAx Stockholder.
Corporate Proceedings; Stockholder Approval. The Company shall (i) ensure that resolutions (in form satisfactory to Purchaser) of the Company Board approving or adopting, as applicable, all necessary further action of the Company Board, this Agreement, the other Transactional Agreements and the Transactions and recommending approval by the Company's stockholders of the Agreement, the other Transactional Agreements and the Transactions, are passed as necessary pursuant to applicable law, and (ii) use Best Efforts to ensure that the stockholders of the Company take all necessary action to approve or adopt, as applicable, the Merger. In furtherance, and not in limitation of the foregoing:
