Common use of Stockholder Written Consent Clause in Contracts

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.

Stockholder Written Consent. As promptly as practicable after Promptly following the Registration Statement / Proxy Statement is declared effective under the Securities Actexecution of this Agreement, and in any event within ten twenty-four (1024) hours thereof, the Company shall obtain the written consent, the form of which is attached hereto as Exhibit D (the “Stockholder Written Consent”), from the Stockholders holding outstanding shares of Company Capital Stock that are sufficient to fully and -48- irrevocably deliver the Requisite Stockholder Approval. Within five (5) Business Days after the Registration Statement / Proxy Statement vote satisfying the Requisite Stockholder Approval is declared effectiveobtained, the Company shall (i) cause prepare and circulate to be mailed to each Pre-Closing Holder all Stockholders who did not previously execute a notice, which shall include copies of this Agreement, the Registration Statement / Proxy Statement, the Stockholder Written Consent in the form set forth on Exhibit D, and, as applicable, the Investor Rights Agreement and Letter of Transmittal an information statement (the “Company Stockholder PackageInformation Statement”), 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 Stockholder Written Consent and any notices that such consent has been obtained as required, in each case, pursuant to applicable Legal Requirements or the form set forth on Exhibit D and (y) the timeline for returning executed copies of the documents included as part Charter Documents 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 Agreementsshall use reasonable best efforts to solicit such Stockholders’ consent and to cause them to deliver their executed counterpart to the Stockholder Written Consent as soon as practicable following such circulation date. Such materials submitted to the Stockholders in connection with soliciting and obtaining such Stockholder Written Consents shall be subject to review and comment by Parent and the Company shall consider in good faith Parent’s comments thereto. The Company shall take all actions necessary pursuant covenants that information in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Company’s Governing Documents and Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto statements made therein, in connection with obtaining the Required Company Shareholder Approval, including notice light of the Senior Preferred Conversioncircumstances under which they are made, not false or misleading. Upon receipt of The parties shall update, amend and supplement the Written Consent, the Company shall promptly deliver a copy thereof Information Statement from time to STPKtime as may be required by applicable Legal Requirements.

Stockholder Written Consent. As promptly as practicable after Immediately following 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 execution of this Agreement, the Registration Statement / Proxy Statement, the Written Consent Company shall solicit written consent from all of its Stockholders in the form set forth on attached hereto as Exhibit D, and, as applicable, the Investor Rights Agreement and Letter of Transmittal E (the “Company Stockholder PackageWritten Consent”), 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 promptly deliver to Parent a copy of each executed Stockholder Written Consent upon receipt thereof from any Stockholder pursuant to such solicitation. It is anticipated that, promptly after the execution of this Agreement, the Company will receive Stockholder Written Consents from Stockholders pursuant to the Company’s Governing Documents preceding solicitation that are sufficient to fully and irrevocably deliver the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto in connection with Requisite Stockholder Approval. Promptly upon obtaining the Required Company Shareholder Requisite Stockholder Approval, including notice of the Senior Preferred Conversion. Upon receipt of the Written Consent, the Company shall promptly deliver prepare and, as soon as reasonably practicable, send to all Stockholders on the record date for the Stockholder Written Consents who did not execute a copy thereof Stockholder Written Consent the notices required pursuant to STPKDelaware Law. Such materials submitted to the Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Parent and shall include the AIQ and an information statement regarding the Company, the terms of this Agreement and the Transactions and the unanimous recommendation of the Company Board that the Stockholders adopt this Agreement and approve the Transactions and not exercise their appraisal rights under Delaware Law in connection with the Merger (the “Information Statement”). The Company agrees that the information included in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The Company Board shall not alter, modify, change or revoke the Company Recommendation.

Stockholder Written Consent. As promptly as practicable The Company shall deliver to Parent, no later than the first day after the Registration Statement / Proxy Statement is declared effective under execution and delivery of this Agreement, a written consent, in the Securities Actform attached hereto as Exhibit H, duly executed by Persons holding at least a majority of the issued and outstanding Shares, adopting and approving this Agreement, the Mergers and the other transactions contemplated by this Agreement in any event within accordance with the DGCL (the “Stockholder Written Consent”). No later than ten (10) Business Days days after the Registration Statement / Proxy Statement is declared effectivedate hereof (or upon Parent’s reasonable approval of the form of Stockholder Notice, if later), the Company shall prepare and mail a notice (the “Stockholder Notice”) to any holder of Shares that did not execute the Stockholder Written Consent. The Stockholder Notice shall (i) cause be a statement to be mailed the effect that the Company’s board of directors determined that the Mergers are advisable in accordance with the DGCL and in the best interests of the holders of Shares and have approved and adopted this Agreement, the Mergers and the other transactions contemplated by this Agreement, (ii) provide the Persons to each Pre-Closing Holder a noticewhom it is sent with notice of the actions taken in the Stockholder Written Consent, which shall include copies including the approval and adoption of this Agreement, the Registration Statement / Proxy Statement, Mergers and the Written Consent in the form set forth on Exhibit D, and, as applicable, the Investor Rights other transactions contemplated by this 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 228(e) of the Written Consent in DGCL and the form set forth on Exhibit D charter and bylaws of the Company, (iii) notify such holders of Shares of their dissent and appraisal rights pursuant to Section 262 of the DGCL and (yiv) the timeline for returning executed copies include such other information as shall be required by applicable Law. The Stockholder Notice shall include a copy of Section 262 of the documents included DGCL and all such other information as part Parent shall reasonably request, and shall be sufficient in form and substance to start the twenty (20)-day period during which a holder of Shares must demand appraisal of such Shares as contemplated by Section 262(d)(2) of the Company Stockholder Package, and DGCL (ii) take all actions necessary the “Appraisal Period”). All materials submitted 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, holders of Shares in accordance with this Section 228(a) 6.1 shall be subject to Parent’s advance review 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 STPKreasonable approval.