Common use of Board Approval; Stockholder Vote Clause in Contracts

Board Approval; Stockholder Vote. The board of directors of Parent and First Merger Sub (including any required committee or subgroup of the board of directors of Parent or First Merger Sub, as applicable) and the sole member of Second Merger Sub have, as of the date of this Agreement, unanimously: (a) approved and declared the advisability of this Agreement, the other Transaction Agreements and the consummation of the Transactions; and (b) determined that the consummation of the Transactions is in the best interest of, as applicable, the stockholders of Parent or First Merger Sub (as applicable) and the sole member of Second Merger Sub. Other than obtaining the Requisite Parent Stockholder Approval, no other corporate proceedings on the part of Parent are necessary to approve the consummation of the Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Stable Road Acquisition Corp.), Merger Agreement (Healthcare Merger Corp.)

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Board Approval; Stockholder Vote. The board of directors of Parent and First each of the Merger Sub Subs (including any required committee or subgroup of the board of directors of Parent or First Merger Sub, as applicableeach such Person) and the sole member of Second Merger Sub have, as of the date of this Agreement, unanimously: has unanimously (a) approved and declared the advisability of this Agreement, Agreement and the other Transaction Ancillary Agreements and the consummation of the Transactions; transactions contemplated hereby and thereby, and (b) determined that the consummation of the Transactions is transactions contemplated hereby and thereby are in the best interest of, as applicable, the stockholders interests of Parent or First and each of the Merger Sub Subs (as applicable) and the sole member stockholders of Second Parent and each of the Merger SubSubs (as applicable). Other than obtaining the Requisite Parent Stockholder Approvalapproval of the Voting Matters, no other corporate proceedings on the part of Parent or any of the Merger Subs are necessary to approve the consummation of the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (International Money Express, Inc.), Merger Agreement (Fintech Acquisition Corp. II)

Board Approval; Stockholder Vote. The board of directors of Parent Board and First Merger Sub (including any required committee or subgroup of the board of directors of Parent Board or First Merger Sub, as applicable) and the sole member of Second Merger Sub have, as of the date of this Agreementhereof, unanimously: (a) approved and declared the advisability of this Agreement, the other Transaction Agreements and the consummation of the Transactions; and (b) determined that the consummation of the Transactions is in the best interest of, as applicable, the stockholders of Parent or First Merger Sub (as applicable) and the sole member of Second Merger Sub. Other than obtaining the Requisite approval of the Parent Stockholder ApprovalMatters, no other corporate proceedings on the part of Parent are necessary to approve the consummation of the Transactions.

Appears in 1 contract

Samples: Merger Agreement (InterPrivate II Acquisition Corp.)

Board Approval; Stockholder Vote. The board of directors or other governing body of Parent and First Merger Sub (including any required committee or subgroup of the board of directors or other governing body of Parent or First Merger Sub, as applicableeach such Person) and the sole member of Second Merger Sub have, as of the date of this Agreement, unanimously: has unanimously (a) approved and declared the advisability of this Agreement, Agreement and the other Transaction Ancillary Agreements and the consummation of the Transactions; , and (b) determined that the consummation of the Transactions is are in the best interest of, as applicable, the stockholders interests of Parent or First and Merger Sub (as applicable) and the sole member of Second Parent Stockholders and Merger SubSub (as applicable). Other than obtaining the Requisite Parent Stockholder Approvalapproval of the Voting Matters, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve the consummation of the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Roman DBDR Tech Acquisition Corp.)

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Board Approval; Stockholder Vote. The board of directors of each of Parent and First Merger Sub (including any required committee or subgroup of the board of directors of Parent or First Merger Sub, as applicable) and the sole member of Second Merger Sub havehas, as of the date of this Agreement, unanimously: (a) approved and declared the advisability of this Agreement, Agreement and the other Transaction Ancillary Agreements and the consummation of the Transactions; transactions contemplated hereby and thereby, and (b) determined that the consummation of the Transactions is transactions contemplated hereby and thereby are in the best interest of, as applicable, interests of each of Parent and Merger Sub and the stockholders of each of Parent or First Merger Sub (as applicable) and the sole member of Second Merger Sub. Other than obtaining the Requisite Parent Stockholder Approval, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve the consummation of the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Oaktree Acquisition Corp.)

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