Approval of the Merger. The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Sub 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. 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. 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. 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. During the time period (the “Voting Period”) beginning as of the date hereof until the first to occur of (I) such date and time as the Merger Agreement shall have been terminated pursuant to Article IX thereof; and (II) such date and time as this Agreement shall have been terminated pursuant to Section 3(a) or 3(b), at any meeting of the shareholders of the Company, or any class of shareholders of the Company, however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Shareholder shall participate and vote all of its Shareholder Shares (or cause them to be voted), in person or by proxy, or, as applicable, execute written consents in respect thereof (i) in favor of the adoption of the Merger Agreement, in favor of the Merger and in favor of any matter that is reasonably necessary to facilitate the consummation of the Merger and the other Transactions contemplated by the Merger Agreement, including any shareholder vote required by the Company’s articles of association, as amended from time to time, and (ii) against any Adverse Proposal (as defined below). “Adverse Proposal” means (A) any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (B) any Acquisition Proposal or the approval of any Acquisition Agreement, (C) any agreement (including, without limitation, any amendment of any agreement), amendment of the Company’s articles of association or other charter or organizational documents (“Company’s Organizational Documents”) or other action that is intended or would reasonably be expected to (x) result in any of the conditions set forth in Article 6, Article 7 or Article 8 of the Merger Agreement not being fulfilled or satisfied on a timely basis or (y) prevent, impede, interfere with, delay or postpone the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (D) any change in the capitalization of the Company or its corporate structure, except as expressly contemplated or permitted by the Merger Agreement. Shareholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any ...
Approval of the Merger. The Merger and the Transaction Documents have been adopted and approved by the board of directors of M-Flex in a manner allowed under the CCC and by the board of directors of EntrePort in a manner allowed under the FBCA. The Merger and the Transaction Documents require the approval by the M-Flex Shareholders in a manner allowed under the CCC and by the shareholders of EntrePort in a manner allowed under the FBCA, all as subject to the disclosure to be provided in the Registration Statement.
