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: Agreement and Plan of Merger (CNS Inc /De/), Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Community First Bankshares 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: Annexes and Schedules (Swi Holdings LLC), Annexes and Schedules (Swi Holdings LLC), Alloy Online Inc
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: Agreement and Plan of Merger (Graco Inc), Agreement and Plan of Merger (Cohesant Technologies Inc), Agreement and Plan of Merger (CIPAR Inc.)
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: Agreement and Plan of Merger (Optio Software Inc), Agreement and Plan of Merger (Bottomline Technologies Inc /De/), Agreement and Plan of Merger (RTW Inc /Mn/)
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: Agreement and Plan of Merger (Bancwest Corp/Hi), Agreement and Plan of Merger (Commercial Federal Corp)
Authorization of Merger. (a) 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 (including the Offer and the Merger) shall have been duly and validly taken by taken, and the Board of Directors Company and stockholders of CompanyAcquisition Sub shall have full right and power to merge on the terms provided herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bi Expansion Ii Corp), Agreement and Plan of Merger (Bird Corp)
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
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 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
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 and Plan of Reorganization (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
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 (Cardiac Control Systems Inc)
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 or Reorganization and Merger (Ivillage 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 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
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)