Adoption of the Merger Agreement Sample Clauses

Adoption of the Merger Agreement. This joint proxy statement/prospectus is being furnished to you as a stockholder of Livongo as part of the solicitation of proxies by the Livongo board of directors for use at the Livongo stockholder meeting to consider and vote upon a proposal to adopt the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus. The Livongo board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Livongo and its stockholders. The Livongo board of directors accordingly unanimously recommends that Livongo stockholders adopt the merger agreement, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus entitled “The Merger” beginning on page 78 and “The Merger Agreement” beginning on page 130 and as attached as Annex A to this joint proxy statement/prospectus. The merger between Merger Sub and Livongo cannot be completed without the affirmative vote of a majority of the outstanding shares of Livongo common stock entitled to vote thereon. A failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. IF YOU ARE A LIVONGO STOCKHOLDER, THE LIVONGO BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE LIVONGO MERGER AGREEMENT PROPOSAL (LIVONGO PROPOSAL 1) 75 LIVONGO PROPOSAL 2: ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Livongo is seeking a non-binding, advisory stockholder approval of the compensation of Livongo’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “Interests of Livongo’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to Livongo’s Named Executive Officers—Golden Parachute Compensation” beginning on page 177. The proposal gives Livongo’s stockholders the opportunity to express their views on the merger-related compensation of Livongo’s named executive officers. Accordingly, Livongo is asking Livongo stockholder...
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Adoption of the Merger Agreement. To consider and vote on the Dow merger proposal;
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Adoption of the Merger Agreement. To consider and vote on the DuPont merger proposal;
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Adoption of the Merger Agreement. The affirmative vote of the holders of a majority of the outstanding shares of common stock of Xxxx, $0.001 par value per share (the ‘‘Xxxx Common Stock’’) entitled to vote on this proposal. A Xxxx stockholder’s abstention from voting, the failure of a Xxxx stockholder who holds their shares in ‘‘street name’’ through a broker, bank or other nominee to give voting instructions to that broker, bank or other nominee, or any other failure of a Xxxx stockholder to vote, will have the same effect as a vote ‘‘AGAINST’’ this proposal. • Approval of the Xxxx Adjournment Proposal (if necessary): Quorum Not Present: If a quorum is not present at the Xxxx Special Meeting, the affirmative vote of holders of a majority of the shares of Xxxx Common Stock present online or represented by proxy at the Xxxx Special Meeting. A Xxxx stockholder’s abstention from voting on the Xxxx Adjournment Proposal will have the same effect as a vote ‘‘AGAINST’’ this proposal. The failure of a Xxxx stockholder who holds his or her shares in ‘‘street name’’ through a broker, bank or other nominee to give voting instructions to that broker, bank or other nominee, or any other failure of a Xxxx stockholder to vote, will have no effect on the approval of this proposal.
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Adoption of the Merger Agreement. To adopt the Agreement and Plan of Merger, dated as of April 19, 2021 (which, as it may be amended from time to time, we refer to as the ‘‘merger agreement’’), among Xxxxxx Xxxxxx, Inc., Heat Merger Sub, Inc. (which we refer to as ‘‘Merger Sub’’) and Knoll (which we refer to as the ‘‘Knoll merger proposal’’);
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Adoption of the Merger Agreement. To vote on a proposal to adopt the merger agreement, which is further described in the section entitled “The Merger Agreement”, and a copy of which merger agreement is attached as Annex A to this joint proxy statement/prospectus, referred to as the Diamond S merger agreement proposal;
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Adoption of the Merger Agreement. The Merger Agreement, in substantially the form attached hereto as Exhibit A, pursuant to which the Merger Sub will merge with and into the Corporation with the Corporation continuing as the surviving entity, is hereby adopted, and the arrangements contemplated thereby including, without limitation, (a) the indemnification obligations set forth therein, (b) the escrow arrangements set forth therein to secure such indemnification obligations and (c) the appointment of Xxxx X. Xxxxxx as the Stockholder Representative under the Merger Agreement, are hereby approved, adopted, ratified and consented to in all respects.
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Adoption of the Merger Agreement 
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Related to Adoption of the Merger Agreement

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • of the Merger Agreement Section 2.26 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Termination of Merger Agreement 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.

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

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

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 1, 2018, between American and HomeTown (the “Agreement”), at the Effective Time (as defined herein), HomeTown shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of HomeTown thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger will become effective on the date and at the time shown on the Articles of Merger required to be filed with the office of the Virginia State Corporation Commission, as provided in Section 13.1-720 of the VSCA, effecting the Merger (the “Effective Time”).

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

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