Common use of Authorization of Merger Clause in Contracts

Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

Appears in 4 contracts

Samples: Merger Agreement (CNS Inc /De/), Merger Agreement (Community First Bankshares Inc), Merger Agreement (Glaxosmithkline PLC)

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Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders shareholders of Company.

Appears in 3 contracts

Samples: Merger Agreement (RTW Inc /Mn/), Merger Agreement (Optio Software Inc), Merger Agreement (Bottomline Technologies Inc /De/)

Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and Company Sub and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board Boards of Directors and stockholders of CompanyCompany and Company Sub.

Appears in 3 contracts

Samples: Merger Agreement (Graco Inc), Merger Agreement (Cohesant Technologies Inc), Merger Agreement (CIPAR Inc.)

Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and the Related Agreements by the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of the Company, and stockholders of Companythe Company and the Stockholder shall have full power and right to effect the Merger on the terms provided herein.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Alloy Online Inc), Agreement and Plan of Reorganization (Swi Holdings LLC), Agreement and Plan of Reorganization (Swi Holdings LLC)

Authorization of Merger. All actions necessary to authorize the ----------------------- execution, delivery and performance of this Agreement by Company the Corporation, and the consummation of the transactions contemplated hereby hereby, shall have been duly and validly taken by the Board of Directors and stockholders of Companythe Corporation, as required by its governing documents and by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mauna Loa Macadamia Partners Lp), Agreement and Plan of Merger (Brewer C Homes Inc)

Authorization of Merger. All corporate actions of the Company necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

Appears in 2 contracts

Samples: Merger Agreement (Bancwest Corp/Hi), Merger Agreement (Commercial Federal Corp)

Authorization of Merger. All actions action necessary to authorize the execution, delivery and performance of this Agreement Agreement, the Articles of Merger and the other documents to be executed and delivered by the Company in connection with the Merger and the consummation of the Merger and the other transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of the Company, and stockholders of Companythe Company and the Shareholder shall have full power and right to effect the Merger on the terms provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Ivillage Inc)

Authorization of Merger. All actions action necessary to authorize the execution, delivery and performance of this Agreement Agreement, the Plan of Merger and the Related Agreements by the Company and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board board of Directors directors and stockholders the Stockholders of the Company, and the Parent shall have received copies of all such resolutions certified by the Secretary of the Company. The Company and the Stockholders of the Company shall have full power and right to effect the Merger on the terms provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electro Catheter Corp)

Authorization of Merger. All actions corporate action necessary by the Company to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken taken. This Agreement shall have been approved by the Board of Directors of Ameritrade and requisite consent of stockholders of the Company in accordance with the applicable requirements of the DGCL and the Certificate of Incorporation and Bylaws of Ameritrade and the Company, respectively.

Appears in 1 contract

Samples: Merger Agreement (Ameritrade Holding Corp)

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Authorization of Merger. All actions action necessary to authorize the execution, delivery and performance of this Agreement by Company and the Agreement of Merger and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board Buyer and the Acquisition Corporation and by the Buyer as the sole stockholder of Directors and stockholders of Companythe Acquisition Corporation.

Appears in 1 contract

Samples: Acquisition Agreement (Bremen Bearings Inc)

Authorization of Merger. All actions necessary to authorize the execution, delivery and performance of this Agreement Agreement, the Certificate of Merger and the Related Agreements by the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of the Company, and stockholders of Companythe Company and the Stockholders shall have full power and right to effect the Merger on the terms provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alloy Online Inc)

Authorization of Merger. All actions corporate action necessary by the Company to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Companytaken.

Appears in 1 contract

Samples: Merger Agreement (Newpark Resources Inc)

Authorization of Merger. All actions action necessary to authorize the execution, delivery and performance of this Agreement by Company and the Agreement of Merger and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of RBC and stockholders of Companythe Stockholders.

Appears in 1 contract

Samples: Acquisition Agreement (Bremen Bearings Inc)

Authorization of Merger. All actions necessary to authorize ----------------------- the execution, delivery and performance of this Agreement, the Agreement of Merger and the Related Agreements by the Company and the consummation of the Merger and the other transactions contemplated hereby and thereby shall have been duly and validly taken by the Board of Directors of the Company and stockholders of Companythe Stockholders, and the Company and the Stockholders shall have full power and right to effect the Merger on the terms provided herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aristotle Corp)

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