Stockholder Approval. Notwithstanding anything herein to the contrary, to the extent that the Award exceeds the applicable individual award limit(s) set forth in [Section 3(b)] of the Plan (the “Excess Award”), the Excess Award shall be subject to approval by the Company’s stockholders of an amendment to the Plan increasing the individual award limit(s) set forth in [Section 3(b)] of the Plan (the “Plan Amendment”). Notwithstanding anything herein to the contrary, neither the Excess Award nor the Performance Units attributable thereto shall be paid to any extent prior to the time when the Plan Amendment is approved by the stockholders, and if such approval is not obtained at the next annual meeting of the Company’s stockholders following the Award Date (or by December 4, 2016, if earlier), the Excess Award and the Performance Units attributable thereto shall thereupon automatically be cancelled and become null and void. The Participant acknowledges that the Excess Award and the Performance Units attributable thereto are being granted prior to approval by the Company’s stockholders of the Plan Amendment.

Approval Date. Approval Date means the date on which the shareholders of the Company approve a transaction, the consummation of which would result in the occurrence of a Change in Control.

BOARD APPROVAL. If the Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be issued under the Plan as last approved by the Board, then this award shall be void with respect to such excess shares, unless Board approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. If Shares covered by this Agreement are granted prior to any required approval of the Plan by the Board of the Company, any such grant shall be subject to the condition subsequent of such Board approval but shall be deemed effective as of the Grant Date as listed in the Grant Notice.

Stockholder Approval. The Company shall provide each stockholder entitled to vote at the first annual meeting of stockholders of the Company immediately following the Closing Date (the “Stockholder Meeting”), a proxy statement, in a form reasonably acceptable to the Buyers, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the board of directors of the Company to recommend to the stockholders that they approve such resolutions. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder

Stockholder Approval. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

Promptly, but in any event within one (1) hour following the execution of this Agreement by the parties hereto, the Company shall deliver to Purchaser a true, correct and complete copy of an action by written consent, executed and delivered by all of the Equity Sponsors and such other Stockholders who shall have consented to the Merger as of such time (collectively, the “Consenting Stockholders”), evidencing the adoption of this Agreement and the approval of the Merger, including # the deposit of the Indemnity Escrow Amount into the Indemnity Escrow Fund, # the right of the Indemnified Parties subject to the terms and conditions of this Agreement and the Escrow Agreement, as applicable, to set off the amount of any Indemnifiable Losses with respect to which the Indemnified Parties are entitled to indemnification against the Indemnity Escrow Fund in accordance with and subject to the limitations set forth herein, # the appointment of the Representative as the agent and attorney-in-fact for the Stockholders, having the powers and rights to limited liability and indemnification set forth herein and # approval of the Amendment to Certificate of Incorporation (such action by written consent, the “Written Consent”).

Shareholder Approval. The ​ Voting Proposal shall have been approved at the ​ Meeting, at which a quorum is present, by two-thirds or greater of the ​ shares issued and outstanding (the “Required ​ Shareholder Vote”); and ​ shall have caused the certified vote tabulation(s) required by Section 6.3(b) of this Agreement to be delivered to the Bank.

Shareholder Approval. This Plan became effective following its adoption by the Board and its approval by the Company’s shareholders on May 12, 2015.

Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company prior to the later of # twelve (12) months after the date the Plan is adopted or # the date of first grant of an Option or Stock Purchase Right to a Service Provider in California if such grant is to be exempt from qualification under Section 25102(o) of the California Corporations Code. Each Option or Stock Purchase Right intended to be exempt from qualification under Section 25102(o) of the California Corporations Code shall be canceled, and any issuance of Shares pursuant to such Option or Stock Purchase Right shall be rescinded, if the Plan is not approved by the Company’s stockholders (excluding the votes of Shares issued under the Plan) within twelve (12) months before or after the date the Plan is adopted by the Board. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.