Common use of Approval of Merger; Related Matters Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arguss Communications Inc)

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Approval of Merger; Related Matters. The Securityholder 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 Securityholder Security holder as provided in the NMBCAFGCL, (iv) has received a copy of resolutions approving the Merger in accordance with the NMBCAFGCL, and (v), to the extent such Securityholder owes any amounts to the Company, or its subsidiaries, Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arguss Holdings Inc)

Approval of Merger; Related Matters. The Securityholder Each of the Securityholders represents and warrants that such SecurityholderSecurityholders, in his or her capacity as a shareholder of the Company 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 Securityholders as provided in the NMBCAMGCL, (iv) has received a copy of resolutions approving the Merger in accordance with the NMBCAMGCL, and (v), ) to the extent such Securityholder owes Securityholders owe any amounts to the Company, or its subsidiaries, Company pursuant to any Promissory Note promissory note issued by such Securityholder Securityholders to the Company, or to its subsidiaries, consents to the use of a portion of the Merger Consideration payable to such Securityholder Securityholders to pay off each such Promissory Notepromissory note.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Puroflow Inc)

Approval of Merger; Related Matters. The Securityholder Each of the Securityholders represents and warrants that such SecurityholderSecurity holder, 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 Securityholder Security holder as provided in the NMBCANHGCL, (iv) has received a copy of resolutions approving the Merger in accordance with the NMBCANHGCL, and (v), to the extent such Securityholder owes any amounts to the Company, or its subsidiaries, Company 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.

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Conceptronic Inc / De)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arguss Holdings Inc)

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