Adoption of Merger Agreement Sample Clauses

Adoption of Merger Agreement. Immediately following the execution of this Agreement, the Company shall use its commercially reasonable best efforts to obtain the Requisite Stockholder Approvals and the approval of the Charter Amendment pursuant to the Stockholder Written Consent. Upon receipt of the Requisite Stockholder Approvals, the Company shall promptly deliver to Parent a certificate of a duly authorized officer of the Company certifying as to the receipt of such Requisite Stockholder Approvals pursuant to the Stockholder Written Consent. Promptly following the receipt of the Requisite Stockholder Approvals, the Company shall file the Charter Amendment with the Secretary of State of the State of Delaware. Upon the acceptance for filing of the Charter Amendment by the Secretary of State of Delaware, the Company shall promptly deliver to Parent a certificate of a duly authorized officer of the Company certifying as to such acceptance. Within five (5) days of the date of this Agreement, the Company shall send to the Stockholders a notice complying with Section 262(d)(2) of the DGCL.
Sample 1
AutoNDA by SimpleDocs
Adoption of Merger Agreement. By its execution and delivery of this Agreement, the Stockholder hereby waives all notice of the time, place and purpose of a special meeting of the Company’s stockholders for the purpose of adopting the Merger Agreement and approving the Merger, and pursuant to Section 228 of the DGCL, does hereby consent in writing to the adoption of the Merger Agreement and the approval of the Merger. The Stockholder agrees that it will not hereafter revoke or modify such consent or execute another consent or vote its Company Common Stock for any proposal that would prevent or delay the consummation of the transactions contemplated by the Merger Agreement.
Sample 1
Adoption of Merger Agreement. The parties hereto will take all actions necessary to submit the issue of the adoption of this Agreement to their respective stockholders.
Sample 1
Adoption of Merger Agreement. Parent shall adopt this Agreement in its capacity as the sole stockholder of Merger Sub promptly following the date hereof.
Sample 1
Adoption of Merger Agreement. Each of the undersigned Stockholders, being entitled to vote on the foregoing recitals and the following resolution as if the same had been submitted at a formal meeting of the stockholders of the Company duly called and held for the purpose of acting on the same, hereby irrevocably consents, on behalf of itself and each of its Managed Funds and Accounts, to the adoption of the foregoing recitals and the following resolution: RESOLVED, that the Merger Agreement is hereby adopted and approved in all respects.
Sample 1
Adoption of Merger Agreement. Within one (1) Business Day after the execution and delivery of this Agreement, Parent shall adopt this Agreement as the sole stockholder of Merger Sub and shall provide evidence of such adoption to NitroMed.
Sample 1

Related to Adoption of Merger Agreement

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • CONDITIONS TO CONSUMMATION OF MERGER 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the conversion: (i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; (v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior Partners without any need for substitution of parties; and (vi) the Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the converted entity as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!