Approval of Agreement and Merger Sample Clauses

Approval of Agreement and Merger. Immediately following the execution of this Agreement (but no later than 5:00 pm Eastern time on the day following the date hereof), each Seller shall sign, date and deliver to Parent the Written Consent evidencing its irrevocable adoption of this Agreement and approval of this Agreement and the Merger, pursuant to, and in accordance with, the applicable provisions of the DGCL and the Company’s Governing Documents. The Company shall prepare and distribute a notice to non-consenting stockholders in compliance with Section 228 of the DGCL (and in any event within five (5) days after the date of this Agreement), which notice and materials to be distributed therewith shall incorporate all reasonable comments timely submitted by Parent.
Sample 1
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Approval of Agreement and Merger. Such Target Stockholder has approved this Agreement and the Merger in his, her or its capacity as a stockholder of Telcom I and Telcom II, as applicable.
Sample 1
Approval of Agreement and Merger. This Agreement and the Tender Offer and the Merger have been duly adopted, approved, certified, executed and acknowledged by the Company upon the appropriate action of its board of directors, and all corporate action has been properly taken with respect thereto, except for the approval by the vote of the Company's shareholders which will be sought as soon as practicable following the execution and delivery hereof unless not required pursuant to Section 905 of the New York Law, in accordance with the New York Law and the Certificate of Incorporation and Bylaws of the Company. The approval by the board of directors of the Company as evidenced by the execution and delivery of this Agreement by the Company constitutes board approval of the Stock Purchase Agreement and Merger as a Business Combination as contemplated by Section 912 of the New York Law.
Sample 1
Approval of Agreement and Merger. This Agreement and the Merger have been duly adopted, approved, certified, executed and acknowledged by Parent and Purchaser and all corporate action has been properly taken with respect thereto, in accordance with the New York Law and the Certificate of Incorporation and Bylaws of Purchaser.
Sample 1

Related to Approval of Agreement and Merger

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Approval of Agreements Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Approval of Plans Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

  • Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

  • Approval of Plan This Plan will become effective with respect to a particular Fund on the date the public offering of Class C Shares of such Fund commences upon the approval by a majority of the Board of Directors, including a majority of those directors who are not “interested persons” (as defined in the 0000 Xxx) of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements entered into in connection with the Plan (the “Disinterested Directors”), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of the Plan.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • 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.

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