Stockholder Approval; Dissenting Shares. This Agreement and the Merger shall have received the requisite approval of Opticon's stockholders in accordance with the Iowa Business Corporation Act and the number of shares of Opticon Stock as to which Dissenter's Rights have been exercised shall not exceed 5% of the number of outstanding shares of Opticon Stock.
Stockholder Approval; Dissenting Shares. This Agreement, the Merger and the transactions contemplated hereby and thereby shall have been approved and adopted by the Company Stockholders holding not less than eighty percent (80%) of the outstanding shares of the Company Capital Stock. The number of shares of Company Capital Stock constituting Dissenting Shares shall not represent, immediately prior to the Effective Time, more than five percent (5%) of the issued and outstanding shares of Company Capital Stock.
Stockholder Approval; Dissenting Shares. This Agreement, the Merger and the transactions contemplated hereby and thereby shall have been approved and adopted by stockholders of the Company holding not less than eighty-five percent (85%) of the outstanding shares of the Company Capital Stock, as well as by the requisite vote under Delaware Law and the Company's Certificate of Incorporation, as applicable. The Company's stockholders shall have approved by the requisite vote (i) any payments or benefits that may be deemed to constitute "parachute payments" pursuant to Section 280G of the Code such that all such payments, sales, and purchases shall not be deemed to be "parachute payments" pursuant to the proposed regulations issued pursuant to Section 280G of the Code or shall be exempt from such treatment under the proposed regulations issued pursuant to such Section 280G or the rights to such parachute payments shall have been terminated or cancelled and (ii) the Management Incentive Plan. The number of shares of Company Capital Stock constituting Dissenting Shares shall not represent, immediately prior to the Effective Time, more than ten percent (10%) of the issued and outstanding shares of Company Common Stock and Company Preferred Stock.
Stockholder Approval; Dissenting Shares. (a) The Company shall use its reasonable best efforts to cause Stockholders holding shares of Company Capital Stock constituting the Company Requisite Vote (as defined in Section 2.4), to execute a written consent (the “Written Consent Action”) in lieu of a meeting pursuant to Section 228 of the DGCL immediately after the execution of this Agreement, (i) adopting this Agreement and approving the Merger, the Escrow Agreement and all other transactions contemplated hereby and appointing Dxxxxx Xxxxxx as Stockholder Representative, (ii) acknowledging that the approval given thereby is irrevocable and that such Stockholder is aware of its rights 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, (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its Company Capital Stock under the DGCL, (iv) acknowledging that such Stockholder is an “accredited investor” as defined in Regulation D under the Securities Act, (v) approving the amendment to the Company Certificate in the form attached as Exhibit C hereto (the “Certificate Amendment”), and (vi) consenting to and agreeing to be bound by the indemnification obligations set forth in Article VI of this Agreement. Within one (1) Business Day following the receipt by the Company of the Company Requisite Vote pursuant to the Written Consent Action, the Company shall file with the Secretary of State of Delaware, and cause to become effective, the Certificate Amendment.
Stockholder Approval; Dissenting Shares. Each of the Stockholders hereby agrees and acknowledges the following:
Stockholder Approval; Dissenting Shares. Evidence that (i) the Required Stockholder Approval was obtained shall have been delivered to Parent, (ii) Stockholders owning at least ninety-five percent (95%) of the Company Shares and Company Preferred Shares entitled to vote thereon (voting together as a single class on an as-converted to Company Shares basis) shall have adopted this Agreement and approved the Merger; and (iii) Stockholders owning no more than one percent (1%) of the outstanding Company Shares and Company Preferred Shares (calculated on an as-converted to Company Shares basis), in the aggregate, shall have exercised their appraisal rights under Section 262 of the DGCL.
Stockholder Approval; Dissenting Shares. The Stockholder Approval shall have been executed by the required Merger Stockholder Vote, and a copy of the Stockholder Approval shall have been delivered to Parent, and no more than 5% of the Company Capital Stock shall constitute Dissenting Shares.
Stockholder Approval; Dissenting Shares. (a) The Stockholders holding shares of Entevo Stock constituting the required voting power to approve the Merger and take the other actions contemplated hereby, by execution of a written consent in lieu of a meeting pursuant to Section 228 of the GCLD, have on or prior to the date hereof (i) approved this Agreement, the Merger, the Indemnity Escrow Agreement, the Registration Rights Agreement and all other transactions contemplated hereby and appointed A.G.W. Biddxx XXX as Stockholder Representative, (ii) acknowledged that the approval given thereby is irrevocable and that such Stockholder is aware of its rights to dissent pursuant to Section 262 of the GCLD, a copy of which was attached thereto, and that such Stockholder has received and read a copy of Section 262 of the GCLD, and (iii) acknowledged that by its approval of the Merger it is not entitled to any right to dissent from the Merger and thereby waives any rights to receive payment of the fair value of its Entevo Stock under the GCLD.
