Approval of Merger; Related Matters Sample Clauses

Approval of Merger; Related Matters. Each of the Securityholders represents and warrants that such Securityholder, in his or her capacity as a shareholder of the Company (i) approves of and consents to the Merger as set forth in this Agreement, (ii) waives any notice of a shareholder's meeting or similar corporate formality in connection with the approval of the transactions described herein, including, without limitation, the Merger, (iii) waives any rights to protest or object to the Merger or to the exercise of any statutory remedy of appraisal as to the Stock owned by such Security holder as provided in the FGCL, (iv) has received a copy of resolutions approving the Merger in accordance with the FGCL, and (v), to the extent such Securityholder owes any amounts to the Company pursuant to any Promissory Note issued by such Securityholder to the Company, consents to the use of a portion of the Merger Consideration payable to such Securityholder to pay off each such Promissory Note.
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Approval of Merger; Related Matters. Thomas represents and warrxxxx xhat he, in his capacity as a shareholder of the Company, (a) approves of and consents to the Merger as set forth in this Agreement, (b) waives any notice of a shareholder's meeting or similar corporate formality in connection with the approval of the transactions described herein, including, without limitation, the Merger, (c) waives any rights to protest or object to the Merger or to the exercise of any statutory remedy of appraisal as to the Stock owned by him as provided in the FGCL, and (d) has received a copy of resolutions approving the Merger in accordance with the FGCL. Thomas represents and warrxxxx xhat he owes no amounts to the Company pursuant to any promissory note issued by him or otherwise.
Approval of Merger; Related Matters. Xxxxxx represents and warrants that Xxxxxx, in his or her capacity as a shareholder of the Company (i) approves of and consents to the Merger as set forth in this Agreement, (ii) waives any notice of a shareholder's meeting or similar corporate formality in connection with the approval of the transactions described herein, including, without limitation, the Merger,
Approval of Merger; Related Matters. Xxxxxx represents and warrants that he, in his capacity as a shareholder of the Company, (a) approves of and consents to the Merger as set forth in this Agreement, (b) waives any notice of a shareholder's meeting or similar corporate formality in connection with the approval of the transactions described herein, including, without limitation, the Merger, (c) waives any rights to protest or object to the Merger or to the exercise of any statutory remedy of appraisal as to the Stock owned by him as provided in the FGCL, and (d) has received a copy of resolutions approving the Merger in accordance with the FGCL. Xxxxxx represents and warrants that he owes no amounts to the Company pursuant to any promissory note issued by him or otherwise.

Related to Approval of Merger; Related Matters

  • 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.

  • Effect of Merger (a) At the effective time of the certificate of 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) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Articles of Merger The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

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

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • 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.

  • 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.

  • Transactions and Terms of Merger 2 1.1 Merger..................................................................... 2 1.2 Time and Place of Closing.................................................. 2 1.3

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