Stockholder Written Consent Sample Clauses

Stockholder Written Consent. As promptly as practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, and in any event within ten (10) Business Days after the Registration Statement / Proxy Statement is declared effective, the Company shall (i) cause to be mailed to each Pre-Closing Holder a notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the Written Consent in the form set forth on Exhibit D, and, as applicable, the Investor Rights Agreement and Letter of Transmittal (the “Company Stockholder Package”), stating (x) unless the Board of Directors has changed its recommendation in accordance with Section 5.8, that the Board of Directors recommends that each Pre-Closing Holder approve the Merger by execution of the Written Consent in the form set forth on Exhibit D and (y) the timeline for returning executed copies of the documents included as part of the Company Stockholder Package, and (ii) take all actions necessary to obtain the Written Consent from the Pre-Closing Holders, who, collectively, constitute a Requisite Threshold, evidencing the Required Company Shareholder Approval and the Senior Preferred Conversion, in accordance with Section 228(a) and 251(c) of the DGCL, the Company’s Governing Documents and the Company Shareholder Agreements. The Company shall take all actions necessary pursuant to the Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto in connection with obtaining the Required Company Shareholder Approval, including notice of the Senior Preferred Conversion. Upon receipt of the Written Consent, the Company shall promptly deliver a copy thereof to STPK.
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Stockholder Written Consent. Following the execution of this Agreement on the Effective Date, the Stockholders shall execute and deliver to the Company and Parent the Stockholder Written Consent.
Stockholder Written Consent. Within twenty-four (24) hours after the execution and delivery of this Agreement, the Company Stockholder shall deliver to the Purchaser the Stockholder Written Consent duly executed by the Company Stockholder.
Stockholder Written Consent. The Company shall have obtained the Stockholder Written Consent.
Stockholder Written Consent. The Company shall have delivered to Buyer the Stockholder Written Consent, which shall be in full force and effect.
Stockholder Written Consent. As promptly as practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, and in any event within ten (10) Business Days after the Registration Statement / Proxy Statement is declared effective, the Company shall (i) cause to be mailed to each Pre-Closing Holder a notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the Written Consent in the form set forth on Exhibit E, and, as applicable, the Investor Rights Agreement and Letter of Transmittal (the “Company Stockholder Package”), stating (x) unless the Board of Directors has changed its recommendation in accordance with Section 5.8, that the Board of Directors recommends that each Pre-Closing Holder approve the Merger by execution of the Written Consent in the form set forth on Exhibit E and (y) the timeline for returning executed copies of the documents included as part of the Company Stockholder Package, and (ii) take all actions necessary to obtain the Written Consent from the Pre-Closing Holders, who, collectively, constitute a Requisite Threshold, evidencing the Required Company Shareholder Approval and the Company Preferred Conversion, in accordance with Section 228(a) and 251(c) of the DGCL, the Company’s Governing Documents and the Company Shareholder Agreements. The Company shall take all actions necessary pursuant to the Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto in connection with obtaining the Required Company Shareholder Approval, including notice of the Company Preferred Conversion. Upon receipt of the Written Consent, the Company shall promptly deliver a copy thereof to STPC.
Stockholder Written Consent. Stockholders holding shares of Company Capital Stock representing at least eighty percent (80%) of the shares of Company Capital Stock entitled to vote on the Transactions shall have executed and delivered to Parent the Stockholder Written Consent with respect to such shares and such Stockholder Written Consent shall be in full force and effect.
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Stockholder Written Consent. Promptly (and in any event within three (3) business days) following the execution of this Agreement, the Company shall deliver to Parent a copy of the executed action by written consent of the Requisite Stockholder Vote, evidencing the stockholder approval of the Transactions (the “Stockholder Written Consent”). For avoidance of doubt, Presidents’ Day (February 15, 2016) shall not be considered a business day.
Stockholder Written Consent. Immediately following the execution and delivery of this Agreement by the Company, the Company shall obtain the adoption of this Agreement and the approval of the transactions contemplated hereby and by the Asset Purchase Agreement, including each of the matters set forth in Section 4.1(a) hereof, pursuant to an Action by Written Consent, in the form attached hereto as Exhibit H (the “Stockholder Written Consent”), signed by Xxxxxxx X. Xxxxxxx, Telegraph Hill Partners, L.P. and its Affiliates that are Stockholders, each member of the Company’s Board of Directors (and any Affiliate entities) in his, her or its capacity as a Stockholder, and such other Stockholders who, together with the foregoing, hold at least (i) a majority of the Outstanding Series B Preferred Shares voting as a separate class or series, (ii) a majority of the Outstanding Common Shares voting as a separate AMBION, INC. AGREEMENT AND PLAN OF MERGER Back to Contents class, and (iii) a majority of the Outstanding Preferred Shares and a majority of the Outstanding Common Shares voting together and not as separate classes on an as-converted to Common Stock basis (the “Signing Stockholder Consent”), pursuant to and in strict accordance with the applicable provisions of the DGCL and the Company’s Amended and Restated Certificate of Incorporation and Bylaws.
Stockholder Written Consent. As soon as practicable (and in any event not later than twenty four (24) hours) following the execution and delivery of the Merger Agreement, Holder shall execute and deliver to Acquirer a written consent of stockholders (a) adopting the Merger Agreement in accordance with Pennsylvania law and the Company’s organizational documents, (b) approving the Merger and other transactions contemplated by the Merger Agreement, and (c) approving the appointment of Xxxxxx Triangle Ventures III, LP as the Stockholder Representative. (the “Stockholder Written Consent”). Following the delivery of the Stockholder Written Consent, Holder will (i) not take any action to withdraw, modify, revoke or otherwise challenge the effectiveness of the Stockholder Written Consent and (ii) take any action reasonably requested by Acquirer to make effective the Stockholder Written Consent.
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