Adoption of Plan; Requirement of Shareholder Approval of Both PRIMEPLAYER and FOXY; Dissenters' Rights; Notification Sample Clauses

Adoption of Plan; Requirement of Shareholder Approval of Both PRIMEPLAYER and FOXY; Dissenters' Rights; Notification. The Merger described in this Agreement will require the approval of FOXY'S and PRIMEPLAYER's shareholders under Nevada corporate law. (See Sections 78.451 through 78.466, Nevada Revised Statutes (NRS), as amended, titled MERGER; EXCHANGE OF SHARES.) FOXY intends to accomplish such approval by the written consent of the registered owners of a majority of its outstanding common shares and by providing notice of the merger and information regarding the financial and business impact of the Merger upon FOXY to its stockholders by delivery to them of Form 14C under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). If Nevada law requires that FOXY give dissenters' rights of appraisal as contemplated in NRS Sections 78.471 through 78.502, titled Rights of Dissenting Shareholders, FOXY will do so. The Board of Directors of Foxy shall adopt a resolution approving the merger, authorizing its officers to execute and deliver the Plan and Agreement of Merger and file Articles of Merger with the Secretary of State of Nevada, and recommend ratification of the merger to its stockholders. FOXY will also provide current, accurate information to PRIMEPLAYER regarding its present business and financial position with the understanding that PRIMEPLAYER will provide such information, among other materials such as purchaser suitability questionnaires and the like to the PRIMEPLAYER's Shareholders. PRIMEPLAYER obtain the consent of its stockholder or stockholders to the Agreement and Plan of Merger in a manner consistent with Nevada law and shall require its stockholder to acknowledge that he or they have had the opportunity to have any questions they or a purchaser representative, as applicable, may have, answered. (See Exhibit 10.02 hereto, containing a form of investment and acknowledgment letter each PRIMEPLAYER Shareholder is to sign and furnish FOXY prior to Closing). In seeking approval of the Merger by a majority of PRIMEPLAYER's outstanding shares, PRIMEPLAYER shall also be obligated, as and if required by Nevada corporate law, to give its Shareholders dissenter's rights of appraisal.
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Related to Adoption of Plan; Requirement of Shareholder Approval of Both PRIMEPLAYER and FOXY; Dissenters' Rights; Notification

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Voluntariness and Consequences of Consent Denial or Withdrawal The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw his or her consent at any time. If the Participant does not consent, or if the Participant withdraws his or her consent, the Participant cannot participate in the Plan. This would not affect the Participant’s salary as an employee or his or her career; the Participant would merely forfeit the opportunities associated with the Plan.

  • Approval of Plan Approval of the Plan by the Commissioner of Internal Revenue as referred to in 17.1 means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 17.1 include, without limitation, the Department of Labor, the Pension Benefit Guaranty Corporation and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Withdrawal of Consent The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

  • Renewal Notice; Notification of Changes Subject to governing law, XOOM can renew this Agreement with new or revised Terms. XOOM will send you written notice at least (30) days before the end of the Term. The notice will specify the date by which you must advise XOOM if you do not want to renew your Agreement. If you do not advise XOOM by the specified date, this Agreement will automatically renew at the fixed rate or variable rate then in effect in accordance with the notice. XOOM reserves the right, with fifteen (15) days’ notice, to amend this Agreement to adjust its service to accommodate any change in regulations, law, tariff or other change in procedure required by any third party that may affect XOOM’s ability to continue to serve you under this Agreement.

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