Required Company Stockholder Approval. The Company Special Meeting shall have been held in accordance with the DGCL and the Company’s Organizational Documents, and at such meeting, the requisite vote of the Company Stockholders (including any separate class or series vote that is required, whether pursuant to the Company’s Organizational Documents, any stockholder agreement or otherwise) shall have authorized, approved and consented to, the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby and thereby, including the Merger (the “Required Company Stockholder Approval”).
Required Company Stockholder Approval. The Required Company Stockholder Approval shall have been obtained.
Required Company Stockholder Approval. Written consents representing the requisite vote of the Company Stockholders (including any separate class or series vote that is required, whether pursuant to the Company’s Organizational Documents, any stockholder agreement or otherwise) shall have been obtained, as necessary, to authorize, approve and consent to, the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby and thereby, including the Merger (the “Required Company Stockholder Approval”).
Required Company Stockholder Approval. This Agreement shall have been duly adopted by the Required Company Stockholder Approval.
Required Company Stockholder Approval. The Company shall have received the Required Company Stockholder Approval whether at the Company Stockholder Meeting or by written consent in accordance with Section 1.13.
Required Company Stockholder Approval. The Company Stockholder Approval Matter set forth in Section 5.12(a)(ii)(1) that is submitted to the vote of the Company Stockholders at the Company Special Meeting in accordance with the Joint Proxy Statement and the Company’s Organizational Documents shall have been approved by the requisite vote of the Company Stockholders at the Company Special Meeting in accordance with the Company’s Organizational Documents, applicable Law and the Joint Proxy Statement (the “Required Company Stockholder Approval”).
Required Company Stockholder Approval. (a) Promptly following the S-4 Effective Date, and in any event within five (5) Business Days after the S-4 Effective Date, the Company shall deliver (or cause to be delivered) the Company Solicitation Statement included in the Form S-4 to each Company Stockholder, which statement shall be subject to the reasonable review and comment of Purchaser and shall include (i) a disclosure statement with respect to this Agreement and the Related Agreements and the transactions contemplated hereby and thereby in accordance with the DGCL, (ii) notice to such Company Stockholders of the actions taken by the Written Consent pursuant to Section 228(e) of the DGCL and a copy of the Written Consent and (iii) notice to such Company Stockholders of their appraisal rights pursuant to Section 262 of the DGCL. The Company Solicitation Statement shall include a copy of Section 262 of the DGCL and shall be sufficient in form and substance to start the twenty (20) day period during which a Company Stockholder must demand appraisal of such Company Stockholder’s Company Common Stock as contemplated by Section 262(d)(2) of the DGCL. In connection with the foregoing, Purchaser shall have the right to review and approve, in advance, the Company Solicitation Statement and all documents and other materials submitted to the Company Stockholders in accordance with this Section 8.3(a).
Required Company Stockholder Approval. The affirmative vote or consent of a majority of the issued and outstanding shares of the Company Stock is the only vote or consent of the holders of any class of the Company’s securities necessary to approve the Merger (the “Company Stockholder Approval”).
Required Company Stockholder Approval. 4.26(b) Required Governmental Approvals....................... 3.4(b) Section 4.15(i) Arrangements.......................... 4.15(i) Securities Act........................................ 2.3(d) Special Committee..................................... 4.26(a) Sub...................................................
Required Company Stockholder Approval. The Company shall obtain executed written consents, in the form attached hereto as Exhibit G, from Company Stockholders constituting the Required Company Stockholder Approval, and shall deliver to Parent copies of such executed written consents promptly upon receipt of same. Parent shall hold such consents during the term of this Agreement, and in the event this Agreement is terminated in accordance with the provisions of Section 8.1, then Parent shall promptly destroy or redeliver to the Company such written consents. Such consents shall include a waiver of the requirement of notice set forth in Article IV(B), Section 2(c)(iii) of the Company’s Amended and Restated Certificate of Incorporation that would otherwise be applicable to the Merger and the transactions contemplated by this Agreement, and this waiver will be executed and delivered by Company stockholders who collectively own at least a majority of the voting power of all outstanding shares of Company Preferred Stock.
