Board Approval; Requisite Vote Sample Clauses

Board Approval; Requisite Vote. The Company Board at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (A) approving and declaring advisable this Agreement and the other Ancillary Agreements, the Merger, and the other transactions contemplated by this Agreement and approving the execution, delivery and performance of this Agreement and the other Ancillary Agreements, (B) determining that the terms of the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and (C) recommending that the Company’s stockholders adopt this Agreement and execute the Written Consent, to the extent required by Legal Requirements. The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is: the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Voting Common Stock and the Company Preferred Stock (voting on an as converted to Company Common Stock basis) voting together as a single class. No other vote of the holders of Company Capital Stock is required to consummate any of the transactions, other than the Merger, contemplated by this Agreement or the Ancillary Agreements. Neither Section 203 of the DGCL nor any other state takeover statute is applicable to the Company, the Merger or the other transactions contemplated by this Agreement.
Sample 1
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Board Approval; Requisite Vote. The Company Board at a meeting duly called and held at which all directors of the Company were present or by written consent, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Company Ancillary Agreements, the Merger, and the other transactions contemplated by this Agreement and approving the execution, delivery and performance of this Agreement and the other Company Ancillary Agreements, (ii) determining that the terms of the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and (iii) recommending that the Company’s stockholders adopt this Agreement and give the Requisite Stockholder Approval, to the extent required by Legal Requirements. The only vote of holders of any class or series of Company Capital Stock necessary to approve and adopt this Agreement and the Merger is: the approval and adoption of this Agreement by the affirmative vote of the requisite holders of Company Common Stock and Company Preferred Stock as required under the DGCL and the Organizational Documents of the Company (collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval shall be obtained immediately after the execution and delivery of this Agreement by execution and delivery of the Written Consent. The Written Consent is sufficient to deliver the Requisite Stockholder Approval. No other vote of the holders of Company Capital Stock is required to consummate any of the transactions, other than the Merger, contemplated by this Agreement or the Company Ancillary Agreements. Neither Section 203 of the DGCL nor any other state takeover statute is applicable to the Company, the Merger or the other transactions contemplated by this Agreement.
Sample 1

Related to Board Approval; Requisite Vote

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

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