Authority; Approval Required. (a) Each of the CMR Parties has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by the CMR Parties and the consummation by them of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actions, as applicable, and no other proceedings on the part of any of the CMR Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.), Agreement and Plan of Merger (Cottonwood Multifamily Reit I, Inc.), Agreement and Plan of Merger (Cottonwood Multifamily Reit Ii, Inc.)
Authority; Approval Required. (a) Each of the CMR CMOF Parties has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by the CMR CMOF Parties and the consummation by them of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate corporate, limited liability company or partnership actions, as applicable, and no other proceedings on the part of any of the CMR CMOF Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cottonwood Multifamily Opportunity Fund, Inc.), Agreement and Plan of Merger (Cottonwood Communities, Inc.), Agreement and Plan of Merger (Cottonwood Communities, Inc.)
Authority; Approval Required. (a) Each of the CMR CRII Parties has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder ApprovalApproval and Partner Approvals, respectively, to consummate the transactions contemplated by this Agreement, including the MergerMergers. The execution and delivery of this Agreement by the CMR CRII Parties and the consummation by them of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or partnership actionsaction, as applicable, and no other corporate or partnership proceedings on the part of any of the CMR CRII Parties are necessary to authorize this Agreement or the Merger Mergers or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, Partner Approvals, the filing of the Articles of Merger with, and acceptance for record of such Articles of Merger by, the SDAT SDAT, and the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.)
