Approval of the Merger. The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Purchaser and the Company as soon as practicable following the Acceptance Time without a stockholders meeting pursuant to Section 251(h) of the DGCL.
Approval of the Merger. 1 Consummation of the Merger and Related Transactions................................. 1
Approval of the Merger. Immediately following the execution of this Agreement, Parent, as sole stockholder of Merger Sub, shall approve and adopt this Agreement.
Approval of the Merger. Under Delaware Law, if the Section 203 Condition is satisfied, a merger of Mxxxx would require the approval of the Mxxxx Board and the holders of a majority of the outstanding Shares. If Purchaser acquires, pursuant to the Offer or otherwise, at least a majority of the outstanding Shares, Purchaser would have sufficient voting power to approve a merger of Mxxxx without the affirmative vote of any other stockholder of Mxxxx. In addition, under Delaware Law, if Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, Purchaser believes it would be able to approve a merger of Mxxxx without a vote of the Mxxxx Board or other stockholders. If Purchaser acquires control of Mxxxx, Purchaser currently intends that, prior to the acquisition of the entire equity interest in Mxxxx, no dividends will be declared on the Shares. Section 203 could significantly delay Purchaser’s ability to acquire the entire equity interest in Mxxxx. In general, Section 203 prevents an “interested stockholder” (generally, a stockholder owning 15% or more of a corporation’s outstanding voting stock or an affiliate or associate thereof) from engaging in a “business combination” (defined to include a merger or consolidation and certain other transactions) with a Delaware corporation for a period of three years following the time on which such stockholder became an interested stockholder unless (i) prior to such time the corporation’s board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction which resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares owned by certain employee stock plans and persons who are directors and also officers of the corporation) or (iii) at or subsequent to such time the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3 % of the outstanding voting stock not owned by the interested stockholder. The provisions of Section 203 do not apply to a Delaware corporation if, among other things, (i) such corporation amends its certificate of incorporation or bylaws to elect not to be governed by ...
Approval of the Merger. As soon as reasonably practicable after the date of this Agreement, Larizza will take all action necessary in accordance with the Exchange Act, the OGCL and its Articles of Incorporation and Code of Regulations to call, give notice of, and convene a meeting (the "Meeting") of Larizza shareholders to consider and vote upon the approval and adoption of this Agreement and the Merger. As of the date of this Agreement, the Board of Directors of Larizza has determined, based in part upon the financial analysis performed by its financial advisors, that the Merger is advisable and in the best interests of the shareholders of Larizza and, subject to the fiduciary duties of Larizza's directors (as determined in good faith by a majority of Larizza's directors, based as to legal matters on a written opinion of legal counsel), shall recommend that Larizza's shareholders approve and adopt this Agreement and any other matters to be submitted to Larizza's shareholders in connection therewith. Larizza shall use reasonable efforts to solicit and secure from its shareholders such approval and adoption, subject to the fiduciary duties of the directors of Larizza (as determined in good faith by a majority of Larizza's directors, based as to legal matters on a written opinion of legal counsel). Acquisition shall cause its Board of Directors and shareholders, and Parent shall cause its Board of Directors, to approve this Agreement and the Merger contemplated by this Agreement and shall provide evidence of such approvals to Larizza at the Closing.
Approval of the Merger. The Board of Directors of Parent and Merger Sub and the shareholder of Merger Sub shall have approved the Merger.
Approval of the Merger. This Agreement and the transactions contemplated hereby shall have been approved by the shareholders of AAC in the manner required by the Articles of Incorporation and Bylaws of AAC and by applicable law.
Approval of the Merger. Unless Parent has elected pursuant to and in accordance with Section 1.3 to pursue consummation of the Merger without completion of the Offer, the Merger shall be effected in accordance with Section 251(h) of the DGCL as soon as practicable following the Acceptance Time without a vote of the stockholders of the Company. Immediately following the execution of this Agreement, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement.
Approval of the Merger. The Bondholder hereby approves of the Merger and the terms in the Merger Agreement.
Approval of the Merger. (i) This Agreement was approved, adopted, certified, executed and acknowledged by Holdco by all actions required by the laws of the State of Texas and by its constituent documents.
(ii) This Agreement was approved, adopted, certified, executed and acknowledged by Accuro Healthcare by all actions required by the laws of the State of Delaware and by its constituent documents.
