Approval of Merger and Delivery of Agreement Sample Clauses

Approval of Merger and Delivery of Agreement. This Agreement and the Merger shall have been approved by the stockholders of the Minority Bank in accordance with the Minority Bank’s charter, by-laws and the Illinois Banking Act. The holders of not more than 5% of the shares of Minority Bank Common Stock shall have given written demand for dissenter’s rights in accordance with the Illinois Banking Act.
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Approval of Merger and Delivery of Agreement. This Agreement, and the Merger shall have been approved by the stockholders of the Company in accordance with the Company’s certificate of incorporation, by-laws and the DGCL, and the proper officers of the Company shall have executed and delivered to Buyer the Certificate of Merger, in the form prepared by Buyer, subject to the Company’s review, and suitable for filing with the Delaware Secretary of State, and shall have executed and delivered all such other certificates, statements or instruments as may be necessary or appropriate to effect such a filing. The Holders of not more than 5% of the shares of Company Common Stock shall have given written demand for appraisal rights in accordance with the DGCL. The Bank Merger Agreement shall have been approved by the Bank Board and by the Company in its capacity as the sole stockholder of the Bank.
Sample 1
Approval of Merger and Delivery of Agreement. This Agreement and the Merger shall have been approved by the stockholders of the Company in accordance with the Company’s certificate of incorporation, by-laws and the DGCL, and the proper officers of Merger Co. shall have executed and delivered to the Company the Certificate of Merger, in the form prepared by Buyer, subject to the Company’s review, and suitable for filing with the Delaware Secretary of State, and shall have executed and delivered all such other certificates, statements or instruments as may be necessary or appropriate to effect such a filing. The Bank Merger Agreement shall have been approved by the board of directors of BankFinancial and, if required, by Buyer in its capacity as the sole stockholder of BankFinancial.
Sample 1

Related to Approval of Merger and Delivery of Agreement

  • 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.

  • 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.

  • 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.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • 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.

  • Binding Effect of Merger Agreement Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

  • 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.

  • 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:

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

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