Stockholder Consents. Seller has determined to obtain the vote of a majority of the holders of Seller Common Stock (the “Requisite Stockholder Approval”) to adopt this Agreement and approve the Asset Purchase. Except as provided in the preceding sentence, no other action or approval on the part of the holders of any of Seller’s securities is required in order to validly approve and adopt this Agreement and approve the Asset Purchase.
Stockholder Consents. The Placement Agent shall have received copies of such duly executed waivers and consents from the holders of the Company’s and Newco’s outstanding securities as counsel to the Placement Agent deems necessary or important for completion of the Placements
Stockholder Consents. Concurrently with the execution of this Agreement, the Investors shall execute and deliver to the Company a stockholder consent (or consents) in lieu of a special meeting of the stockholders of the Company (the “Stockholder Consents”) to vote or cause to be voted all of the shares of Common Stock, Series B Preferred Stock and Series C Preferred Stock held by the Investors or their affiliates (in a vote of the Common Stock, Series B Preferred Stock and Series C Preferred Stock voting together as a single class) and to vote or cause to be voted all of the shares of the Series D Preferred Stock in a class vote in favor of the approval of the Preferred Stock Amendment.
Stockholder Consents. The Company shall (a) promptly prepare all necessary materials relating to the Stockholders consents to the Merger and the other transactions contemplated by this Agreement, (b) use its commercially reasonable efforts to promptly obtain such consents, and (c) otherwise comply with all legal requirements applicable to obtaining such consents.
Stockholder Consents. (A) Prior to the date on which the stockholders party to the Stockholders’ Agreement (collectively, the “Principal Stockholders”) and their respective Affiliates (as such term is defined in Section 10.2) no longer collectively beneficially own a majority of the outstanding shares of Common Stock (the “Trigger Date”), any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consent or consents are delivered to the Corporation.
Stockholder Consents. The Company shall use its commercially reasonable efforts to obtain from each Company Stockholder (i) such Company Stockholder's irrevocable written consents to the Merger, (ii) representations of such Company Stockholder in the form previously provided by Parent with respect to the investment decision made in connection with the Merger and (iii)
Stockholder Consents. Schedule 3.31 includes a true and complete copy -------- ---- of the Shareholder Consent executed by each of (i) Xxxxx X. Xxxxx, (ii) Edison Venture Fund II, L.P., (iii) Edison Venture Fund II-PA, L.P., and (iv) Xxxxx X. and Xxxxxxxx Xxxxxxxx, as holders of capital stock of the Company, as to the approval of this Agreement and the Merger.
Stockholder Consents. The Company shall use its reasonable best efforts to obtain the Stockholder Consents prior to Closing.
Stockholder Consents. Promptly following the execution of this Agreement, the Company shall deliver to Purchaser a true and complete copy of the XX Xxxxxxx Stockholder Consent.
Stockholder Consents. The Company will use its reasonable best efforts to cause the Stockholder Consent and the Stockholder Releases to be delivered to Buyer as promptly as practicable after the execution and delivery of this Agreement.
