Company Stockholder Approval; Joinders; 280G Approval Sample Clauses

Company Stockholder Approval; Joinders; 280G Approval. (a) The Company, immediately after the issuance of the California Permit, shall seek to obtain, and, within two Business Days of such issuance, shall deliver to Parent a written consent in substantially the form attached hereto as Exhibit F (the “Written Consent”) from each of the Company Consenting Stockholders providing irrevocably the Company Stockholder Approval.
Sample 1
Company Stockholder Approval; Joinders; 280G Approval. (a) The Company, immediately after the issuance of the California Permit, shall seek to obtain, and, within two Business Days of such issuance, shall deliver to Parent a written consent in substantially the form attached hereto as Exhibit F (the “Written Consent”) from each of the Company Consenting Stockholders providing irrevocably the Company Stockholder Approval. (b) Within one Business Day after the issuance of the California Permit, the Company shall mail to all Company Stockholders and all holders of Vested Options or Cash-Out Warrants the Permit Information Statement. (c) During and after delivery of the Written Consents as provided above and prior to the Closing, the Company shall use commercially reasonable efforts to obtain (x) from every Company Stockholder that did not previously deliver a Written Consent or an executed Joinder Agreement, a Written Consent and/or an executed Joinder Agreement, as applicable, and (y) from every holder of a Vested Option or a Cash-Out Warrant, a Joinder Agreement. (d) The Company shall promptly provide to the Company Stockholders any other notices required under Applicable Law and the Company Organizational Documents in connection with or as a result of the solicitation or obtaining of the Written Consents and the Company Stockholder Approval. (e) The Company’s obligation to solicit the Company Stockholder Approval, the Written Consent and executed Joinder Agreements as provided herein shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Company Acquisition Proposal, or any inquiry or other approach relating to any Company Acquisition Proposal. Neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify, the unanimous recommendation of the Company Board, as described in Section 2.3(a), with respect to the Transactions. (f) Following the Agreement Date, the Company shall (i) obtain waivers (in a manner reasonably satisfactory to Parent) from any individual who is receiving, or may receive, a parachute payment under Section 280G of the Code whom the Company or Parent reasonably believes is, with respect to the Company or any of its Subsidiaries, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the solicitation of the 280G Approval, and (ii) ...
Sample 1

Related to Company Stockholder Approval; Joinders; 280G Approval

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholders Approval (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the rules and regulations of AMEX, the DGCL, any other applicable Law and its Certificate of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the Signing Date the meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Stockholders Meeting without Purchaser's consent unless this Agreement has been terminated. Without limiting the generality of the foregoing, the Company agrees that, unless this Agreement has been terminated, its obligations pursuant to this Section 6.8(a) shall not be affected by (i) any Company Adverse Recommendation Change, or (ii) the commencement, public proposal, public disclosure or communication to the Company of any Competing Transaction or Superior Competing Transaction. (b) The Company shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the Company Stockholder Approval, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the rules, regulations and listing standards of the AMEX, the DGCL, any other applicable Law, its Certificate of Incorporation and Bylaws and any agreement to which it is a party, and to obtain such approvals, in accordance with the provisions of this Agreement unless the Board of Directors has made a Company Adverse Recommendation Change.

  • Shareholder Approvals Each of the Company Shareholder Approval and the Parent Shareholder Approval shall have been obtained.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Shareholders' Approval The Company shall: (a) call a special meeting of the Shareholders (the "Shareholders' Meeting") within 30 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Shareholder Action"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with the Certificate and by-laws of the Company, 49 the New Jersey Statute and any other Federal and state laws relating to the Merger, such Shareholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Shareholders' Materials"); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.

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