Approval of Merger; Related Matters Sample Clauses

Approval of Merger; Related Matters. The Securityholder represents and warrants that such Securityholder, in his 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 Securityholder as provided in the NMBCA, (iv) has received a copy of resolutions approving the Merger in accordance with the NMBCA, and (v), to the extent such Securityholder owes any amounts to the Company, or its subsidiaries, pursuant to any Promissory Note issued by such Securityholder to the Company, or to its subsidiaries, 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. 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.
Sample 1
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.
Sample 1
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,
Sample 1
Approval of Merger; Related Matters. Each of the Securityholders represents and warrants that such Securityholders, 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 Securityholders as provided in the WGCL, (iv) has received a copy of resolutions approving the Merger in accordance with the WGCL, and (v), to the extent such Securityholders owe any amounts to the Company, or its subsidiaries or affiliates, pursuant to any Promissory Note issued by such Securityholders to the Company, or to its subsidiaries or affiliates, consents to the use of a portion of the Merger Consideration payable to such Securityholders to pay off each such Promissory Note. SECTION 5
Sample 1

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.

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

  • 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.

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

  • 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.

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

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

  • 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.

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