Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.), Merger Agreement (Benefitfocus, Inc.)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or (as Merger Sub’s sole stockholder) shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (United Rentals, Inc.), Merger Agreement (Biotelemetry, Inc.), Merger Agreement
Approval of Sole Stockholder of Merger Sub. Immediately As promptly as practicable following the execution and delivery of this AgreementAgreement (and in any event within twenty-four hours), Parent shall, or shall cause the direct Merger Sub’s sole stockholder (a Wholly Owned Subsidiary of Merger Sub to, Parent) to execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.), Merger Agreement (Collectors Universe Inc)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and its Organizational Documents, in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting the plan of merger contained in this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (FTAC Emerald Acquisition Corp.), Merger Agreement (Lifesci Acquisition II Corp.), Merger Agreement (NewHold Investment Corp.)
Approval of Sole Stockholder of Merger Sub. Immediately following As promptly as practicable after the execution and delivery of this Agreement, Parent shall, or (in its capacity as Merger Sub’s sole stockholder) shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting or similar binding authorization approving Merger Sub’s execution and delivery of this Agreement and the consummation by Merger Sub of the transactions contemplated by this Agreement, including the Merger.
Appears in 2 contracts
Samples: Merger Agreement (AeroGrow International, Inc.), Merger Agreement (SMG Growing Media, Inc.)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause (as the direct sole stockholder of Merger Sub to, Sub) shall execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting approving this Agreement, and immediately thereafter shall provide evidence thereof to the Company.
Appears in 2 contracts
Samples: Merger Agreement (Battalion Oil Corp), Merger Agreement (Battalion Oil Corp)
Approval of Sole Stockholder of Merger Sub. Immediately following approval of the execution and delivery of this AgreementParent Stockholder Proposals, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and its Organizational Documents, in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting the plan of merger contained in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Forum Merger III Corp), Merger Agreement (DiamondPeak Holdings Corp.)
Approval of Sole Stockholder of Merger Sub. Immediately following after the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Applicable Law and its restated articles of incorporation and bylaws, in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting this Agreement. Such consent shall not be modified or rescinded and Parent shall deliver such consent to the Company promptly upon the execution thereof.
Appears in 2 contracts
Samples: Merger Agreement (Numerex Corp /Pa/), Merger Agreement (Sierra Wireless Inc)
Approval of Sole Stockholder of Merger Sub. Immediately As promptly as practicable following the execution and delivery of this Agreement, Parent shall, or Merger Sub’s sole stockholder shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting this Agreement.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Change Healthcare Inc.)
Approval of Sole Stockholder of Merger Sub. Immediately Promptly following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documentscertificate of incorporation and bylaws, in Parent’s capacity as sole stockholder thereof, a written consent adopting this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (NantKwest, Inc.), Merger Agreement (Cambridge Equities, LP)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or (as Merger Sub’s sole stockholder) shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting approving this AgreementAgreement and promptly provide evidence thereof to the Company.
Appears in 1 contract
Samples: Merger Agreement (Rogers Corp)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law law and the Constituent Documents of Merger Sub, in Parent’s Organizational Documentscapacity as sole stockholder of Merger Sub, a written consent adopting this AgreementAgreement and approving the transactions contemplated hereby (including the Merger).
Appears in 1 contract
Samples: Merger Agreement (Cowen Inc.)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and its Organizational Documents, in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting the plan of merger contained in this Agreement.
Appears in 1 contract
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and its certificate of incorporation and bylaws (or other similar governing documents), in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting the plan of merger contained in this Agreement.
Appears in 1 contract
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and its certificate of incorporation and bylaws, in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent (or consent by electronic communication) adopting this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Approval of Sole Stockholder of Merger Sub. Immediately following after the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and its articles of incorporation and bylaws, in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting this Agreement. Such consent shall not be modified or rescinded and Parent shall deliver such consent to the Company promptly upon the execution thereof.
Appears in 1 contract
Approval of Sole Stockholder of Merger Sub. Immediately Promptly following the execution and delivery of this Agreement, Parent shall, shall execute and deliver (or shall cause the direct stockholder of Merger Sub to, a Subsidiary to execute and deliver), in accordance with applicable Law and Merger Sub’s Organizational Documentscertificate of incorporation and bylaws, in such Person’s capacity as sole stockholder of Merger Sub, a written consent approving the Merger and the other transactions contemplated by this Agreement, and adopting this Agreement.
Appears in 1 contract
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery approval of this Agreementthe Merger by the stockholders of the Company, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and to approve the Merger as the sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Jamdat Mobile Inc)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s its Organizational Documents, in its capacity as sole stockholder of Merger Sub, a written stockholder consent adopting the plan of merger contained in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Monterey Capital Acquisition Corp)
Approval of Sole Stockholder of Merger Sub. Immediately As promptly as practicable following the execution and delivery of this Agreement, Parent shall, or (as Merger Sub’s sole stockholder) shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting this Agreement.
Appears in 1 contract
Samples: Merger Agreement (LHC Group, Inc)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, (directly or through its Subsidiaries) shall cause the direct sole stockholder of Merger Sub to, to execute and deliver, deliver to Merger Sub and the Company a written consent approving the Merger in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting this Agreementthe DGCL.
Appears in 1 contract
Approval of Sole Stockholder of Merger Sub. Immediately following As promptly as practicable after the execution and delivery of this Agreement, Parent shall, or (in its capacity as Merger Sub’s sole stockholder) shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Merger Sub’s Organizational Documents, a written consent adopting or similar binding authorization approving Merger Sub’s execution and delivery of this Agreement and the consummation by Merger Sub of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cafepress Inc.)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law Section 251 of the DGCL and in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting the plan of merger contained in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Approval of Sole Stockholder of Merger Sub. Immediately following the execution and delivery of this Agreement, Parent shall, or shall cause the direct stockholder of Merger Sub to, execute and deliver, in accordance with applicable Law and Section 251 of the DGCL an in its capacity as sole stockholder of Merger Sub’s Organizational Documents, a written consent adopting the plan of merger contained in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (CSC Holdings LLC)