Common use of Approval of Sole Stockholder of Merger Sub Clause in Contracts

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.), Agreement and Plan of Merger (Benefitfocus, Inc.)

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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 (Cards Acquisition Inc.), Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Collectors Universe 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: Agreement and Plan of Merger (United Rentals, Inc.), Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger

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: Joinder Agreement (Forum Merger III Corp), Joinder Agreement (DiamondPeak Holdings 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 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: Agreement and Plan of Merger (Lifesci Acquisition II Corp.), Agreement and Plan of Merger (NewHold Investment Corp.)

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: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)

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: Agreement and Plan of Merger (Battalion Oil Corp), Agreement and Plan of Merger (Battalion Oil 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: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)

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: Agreement and Plan of Merger (Numerex Corp /Pa/), Agreement and Plan of Merger (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 (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: Agreement and Plan of Merger (LHC Group, 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: Registration Rights 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 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: Agreement and Plan of Merger (Change Healthcare 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 approving this AgreementAgreement and promptly provide evidence thereof to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rogers Corp)

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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: Agreement and Plan of Merger (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 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

Samples: Agreement and Plan of Merger (Rent a Center Inc De)

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 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

Samples: Registration Rights Agreement (Locust Walk Acquisition 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 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

Samples: Agreement and Plan of Merger (Spectra Energy Corp.)

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

Samples: Agreement and Plan of Merger (Blackhawk Network Holdings, 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 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: Agreement and Plan of Merger

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

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

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