Stockholder Consent or Approval. (a) As expeditiously as possible (and in any event within four (4) Business Days) following the execution of this Agreement, the Company shall mail or otherwise distribute the Disclosure Statement, in a form reasonably acceptable to the Buyer, to the Company Stockholders, and shall promptly inform the Buyer of the date on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, among other things, (i) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Equityholders, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (ii) a copy of this Agreement, (iii) the Company Financial Statements, (iv) a description of any interested persons or interested transactions with respect to the Merger and this Agreement, (v) a statement that appraisal rights are available for the shares of Company Stock pursuant to Section 262 of the DGCL and a copy of such Section 262, (vi) such other information as may be required by Rules 502 or 506 of Regulation D promulgated under the Securities Act, and (vii) pursuant to Section 228 of the DGCL, a written notice to all stockholders of the Company that did not execute such Written Consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company. The Buyer and its counsel shall be given an adequate opportunity to review and comment on the Disclosure Statement, and the Company shall reflect all reasonable comments of the Buyer or its counsel thereon. As expeditiously as possible following the execution of this Agreement, and in any event by 5:00 p.m., New York City time, on the Business Day immediately following the date of this Agreement, the Company shall use Reasonable Best Efforts to secure and cause to be filed with the Written Consents from Company Stockholders necessary to secure the Company Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible following the receipt of the Company Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and certifying that the Company Stockholder Ap...
Stockholder Consent or Approval. As expeditiously as possible, and in any event within two hours following the execution of this Agreement, the Company shall use commercially reasonable efforts to take all lawful action to obtain the Company Stockholder Approval pursuant to executed written consents (the “Written Consent”). Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent to the Buyer, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consent reflects the Company Stockholder Approval.
Stockholder Consent or Approval. (a) The Company shall use Reasonable Best Efforts to secure and cause to be filed with the Company, as expeditiously as possible following the execution of this Agreement, the Written Consent duly executed by Company Stockholders sufficient to secure the Company Stockholder Approval (collectively, the “Consenting Stockholders”). Promptly following the receipt of the Company Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and certifying that the Company Stockholder Approval has been obtained. Promptly (and in no event later than three (3) Business Days) following receipt of the Company Stockholder Approval, the Company shall deliver to the Buyer a substantially complete draft of the Disclosure Statement for its comment and review. The Company shall promptly (and in no event later than two (2) Business Days of receipt of the Buyer’s approval of the Disclosure Statement) deliver the Disclosure Statement, in a form reasonably acceptable to the Buyer, to all stockholders of the Company that did not execute the Written Consent. The Disclosure Statement shall (i) include the notice contemplated by Section 228(e) of Delaware Law of the taking of a corporate action without a meeting by less than a unanimous written consent to inform such Company Stockholders that this Agreement and the Merger were adopted and approved by the stockholders of the Company, (ii) solicit the recipient stockholders to execute the Written Consent and the Joinder Agreement, (iii) include a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Equityholders and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), and (iv) inform the recipient stockholders that appraisal rights are available for their shares of Company Stock pursuant to Section 262 of the DGCL (and include a copy of such Section 262). The Buyer and its counsel shall be given an adequate opportunity to review and comment on the Disclosure Statement, and the Company shall reasonably reflect all comments of the Buyer or its counsel thereon. The Company shall promptly inform the Buyer of the date on which the Disclosure Statement was delivered to the stockholders of the Company that did not execute the Written Consent.
Stockholder Consent or Approval. The Company shall use commercially reasonable efforts to take all lawful action to obtain, as expeditiously as possible, and in any event before 5:00 p.m., New York time, the day immediately following the execution of this Agreement, the Written Consent. Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent to the Buyer, together with a certificate executed on behalf of the Company by its corporate Secretary certifying that such Written Consent reflects the Company Stockholder Approval. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company’s Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; provided, that the Company shall notify Buyer prior to making such required disclosure. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.
Stockholder Consent or Approval. (a) The Company shall use its commercially reasonable best efforts, in accordance with this Agreement, the DGCL, its Certificate of Incorporation and its Bylaws and its Sixth Amended and Restated Securityholders Agreement, deliver to Purchaser the approval by written consent of the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby, by the Selling Stockholders holding (i) 70% of the Company Common Stock and Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, as applicable, and (ii) 80% of each class of the Company Preferred Stock, each voting separately as a single class (the approval by written consent referenced in (i) and (ii) collectively, the “Stockholder Consent”, and the Selling Stockholders party thereto, the “Consenting Stockholders”) within one (1) Business Day of the date hereof.
Stockholder Consent or Approval. The Company shall, in accordance with the Company certificate of incorporation and the Company’s bylaws and the applicable requirements of the DGCL (including Sections 228 and 262 of the DGCL), (i) prepare an information statement accurately describing this Agreement, the Merger, the other transactions contemplated by this Agreement and the provisions of Section 262 of the DGCL, in each case in accordance with applicable Law (the “Information Statement”), (ii) solicit the written consents of the Stockholders for the adoption of this Agreement (the “Written Consent”) and (iii) cause a copy of the Information Statement to be delivered to the physical or electronic address on record for each Stockholder of the Company who is entitled to vote upon adoption of this Agreement and who has not previously delivered the Written Consent within five days following the execution of this Agreement or such other date as the parties may mutually agree. Without limiting the foregoing, the Company shall deliver to Purchaser the Written Consents executed by Stockholders who collectively constitute affirmative vote of the holders of Stock required to approve this Agreement and the Merger (the “Requisite Stockholder Vote”) no later than 24 hours following the time of execution and delivery of this Agreement. The Information Statement shall include the unanimous recommendation of the Board of Directors of the Company that such Stockholders vote their shares in favor of adoption of this Agreement, the approval of the Merger and the other transactions contemplated by this Agreement, and the Company shall give Purchaser a reasonable opportunity to review and comment on the Information Statement, to which the Company shall give due consideration; provided that any information regarding Purchaser and Merger Sub shall be subject to Purchaser’s reasonable approval.
Stockholder Consent or Approval. (d) The Company shall use its reasonable best efforts in compliance with applicable Law to obtain the written consent of the holders of the requisite number of shares of capital stock of the Company required to secure the Company Stockholder Approval within four
Stockholder Consent or Approval. Immediately after execution of this Agreement, the Company shall, in compliance with the DGCL, the Company Certificate and the Company Bylaws, at its election either: (i) convene a special meeting of the stockholders of the Company for the purpose of permitting the stockholders to consider and to vote upon adoption of this Agreement and approval of the Merger by the required vote (“Company Stockholder Approval”), or (ii) solicit written consents of the stockholders of the Company to obtain the Company Stockholder Approval. The Company also shall use commercially reasonable efforts to: (x) solicit a stockholder vote approving the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive those “parachute payments” under Section 280G(b)(5) of the Code payable pursuant to a Contract between any such disqualified individuals and the Company or pursuant to an Employee Plan that are at and exceed three times such disqualified individual’s “base amount” (as defined in Section 280G(b)(3)) (the “280G Payments”), (y) cause the relevant disqualified individuals to execute waivers of the 280G Payments such that the vote determines their right to receive (or retain) the 280G Payments to the extent necessary pursuant to Federal Income Tax Regulation Section 1.280G-1, Q/A-7, and (z) deliver to Acquiror all documentation with respect to such actions prior to such vote to allow Acquiror the opportunity
Stockholder Consent or Approval. (a) As expeditiously as possible following the execution of this Agreement, the Company shall ensure that each of the Company Equityholders has been delivered the Information Statement. The Information Statement includes (i) a summary of the Merger and this Agreement (which summary includes a summary of the terms relating to the indemnification obligations of the Company Equityholders and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the Company Equityholders shall constitute approval of such terms) and (ii) a statement that appraisal rights are available for the shares of Company Stock pursuant to Section 262 of the DGCL and a copy of such Section 262. As expeditiously as possible following the execution of this Agreement, and in any event within twelve (12) hours after the execution of this Agreement, the Company shall use Reasonable Best Efforts to secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Company Stockholder Approval, which consents shall be in the form attached hereto as Exhibit B. As expeditiously as possible following the receipt of the Company Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and certifying that the Company Stockholder Approval has been obtained.
Stockholder Consent or Approval. (a) Immediately following the execution of this Agreement but in no event later than 5:00 p.m. Pacific time on February 18, 2013, the Company shall deliver to Parent a true, correct and complete copy of the Initial Stockholder Consent evidencing the adoption by the Required Company Stockholder Vote of the Merger, this Agreement and the transactions contemplated hereby.
