Corporate Authority and Approval. Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meeting.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Voting Agreement (Discovery Communications, Inc.), Merger Agreement (Discovery Communications, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by Agreement, subject only to obtaining the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Company Vote”). This Agreement has been duly executed and delivered by Parent the Company and, assuming due execution and delivery by Xxxxxx and Merger Sub and Sub, constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. As The Requisite Company Vote is the only approval of the date Shares or any class or series of securities of the Company necessary to approve or adopt this Agreement and the transactions contemplated by this Agreement.
(b) The Company Board has, at a duly convened and held meeting in compliance with the board applicable provisions of directors of Parent has unanimously by those voting the DGCL: (i) (A) determined that approved this Agreement, the terms of Support Agreements, the Merger and the transactions contemplated by this Agreement, (B) declared advisable this Agreement, the Merger and the other transactions contemplated hereby by this Agreement, (C) determined that this Agreement, the Support Agreements, the Merger and the transactions contemplated by this Agreement are fair to, and in the best interests of, Parent the Company and its stockholders, other than Common Shares owned by Parent, Merger Sub or any other Wholly Owned Subsidiary of Parent, the Company or any Wholly Owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (BD) approved and declared advisable resolved to recommend that the holders of Common Shares adopt this Agreement (the “Company Recommendation”) and such approval, declaration, determination and resolution was unanimous; and (ii) directed that this Agreement be submitted to the Company’s stockholders of Common Shares for their adoption. No further corporate action is required by the Company Board in order for the Company to approve this Agreement, the Merger, the Support Agreements or the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meetingor thereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.), Merger Agreement (Benefitfocus, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby only to (i) the approval adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes outstanding Class A Shares entitled to be cast thereon by holders of shares of Series vote on such matter at a meeting duly called and held for such purpose (the “Class A Preferred StockRequisite Vote”), and (ii) the approval adoption of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes (the “Common Shares Requisite Vote”) and (iii) the adoption of this Agreement by the holders of a majority of the voting power of the Company entitled to vote thereon (together with respect to such approval (collectivelythe Class A Requisite Vote and the Common Shares Requisite Vote, the “Parent Company Requisite Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and constitutes a valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the board of directors of Parent the Company has unanimously by those voting (i) (A) unanimously determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are is fair to, and in the best interests of, Parent the Company and its stockholdersshareholders, (B) approved the Merger and the other transactions contemplated hereby, (C) approved and declared advisable this Agreement and the transactions contemplated hereby Agreement, and (CD) subject to Section 6.36.2, resolved to recommend that Parent stockholders vote in favor the adoption of this Agreement to the issuance holders of shares Class A Shares and to the holders of Series C Common Stock in connection with the Merger Voting Shares (the “Parent Company Recommendation”), and (ii) and directed that such matter this Agreement be submitted to the holders of Shares for consideration their adoption. The board of directors of the stockholders Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 1704 of Parent at the Parent Stockholders MeetingOGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or the Company Articles of Incorporation or Company Code of Regulations.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Scripps Networks Interactive, Inc.), Voting Agreement (Discovery Communications, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeenable it to enter into this Agreement and, deliver and subject to obtaining the Company Stockholder Approval, perform its obligations under hereunder and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize the Company to enter into this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement and carry out the transactions contemplated hereby by it, other than obtaining the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred StockCompany Stockholder Approval, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)have been taken. This Agreement has been duly executed by the Company and, assuming this Agreement is a valid and delivered by binding obligation of Parent and Merger Sub and constitutes Subs, this Agreement is a valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Enforceability Exception. As of the date of this Agreement, the board of directors of Parent .
(b) The Company Board has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Mergers, and declared that this Agreement and the Mergers are advisable, and (Ciii) resolved, subject to Section 6.3the terms and conditions set forth in this Agreement, resolved to recommend that Parent the Company’s stockholders vote all the shares of Company Common Stock they own, or as to which they for any other reason have voting power, in favor of the issuance of shares of Series C Common Stock in connection with the Merger adopting this Agreement (the “Parent Company Board Recommendation”) and directed ); provided, however, that such matter the Company Board Recommendation was made subject to the understanding that it may be submitted for consideration withheld, amended, withdrawn, qualified or modified in compliance with the terms of the stockholders of Parent at the Parent Stockholders MeetingSection 5.3(d).
Appears in 2 contracts
Samples: Merger Agreement (Lennar Corp /New/), Merger Agreement (WCI Communities, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver, deliver and perform its obligations under under, this Agreement and to consummate the MergerMerger and the other transactions contemplated by this Agreement. The execution, subject to, in delivery and performance of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stockother than, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectivelythe consummation of the Merger, the “Parent Requisite Vote”)Company Stockholder Approval. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. As of ”).
(b) On or prior to the date of this Agreement, the board Company Board (upon the unanimous recommendation of directors of Parent the Special Committee) has duly and unanimously by those voting adopted resolutions (i) (A) determined determining that the Merger, on the terms of this Agreementand subject to the conditions set forth herein, the Merger and the other transactions contemplated hereby are is fair to, and in the best interests of, Parent the Company and its stockholders, (Bii) approved approving and declared declaring advisable this Agreement and the Merger and the other transactions contemplated hereby, (iii) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and (Civ) resolving, subject to Section 6.35.2, resolved to recommend that Parent stockholders vote in favor adoption of this Agreement to the holders of Shares (such recommendation, the “Company Recommendation”), which resolutions, as of the issuance date hereof, have not been withdrawn or modified in a manner adverse to Parent. Adoption of shares this Agreement by an affirmative vote of Series C Common Stock in connection a majority of all votes that may be cast with respect to the Merger (the “Parent Recommendation”) and directed that outstanding Shares, voting together as though a single class of capital stock, entitled to vote on such matter be submitted at a stockholders’ meeting duly called and held for consideration such purpose, is the only vote of holders of any class or series of capital stock of the stockholders of Parent at the Parent Stockholders MeetingCompany required to adopt this Agreement under applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Providence Equity Partners VI L P), Merger Agreement (Sra International Inc)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Mergerand, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval only to adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes outstanding shares of Common Stock entitled to be cast thereon by holders of shares of Series A Preferred Stock, vote on such matter at a stockholders’ meeting duly called and held for such purpose (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Company Vote”)) to consummate the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the authorization, execution and delivery hereof by Parent and Merger Sub and Sub, constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent ”).
(b) The Company Board has unanimously by those voting (i) (A) determined that the terms Merger is in the best interests of, the Company and its stockholders and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and the Company Board has approved the execution, delivery and performance of this Agreement, the Merger and the other transactions contemplated hereby and has resolved, subject to Section 7.2, to recommend adoption of this Agreement to the holders of Common Stock (such recommendation, the “Company Recommendation”). The Company Board has directed that this Agreement be submitted to the holders of Common Stock for their adoption. Other than the Requisite Company Vote and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are fair to, necessary to authorize the execution and in the best interests of, Parent and its stockholders, (B) approved and declared advisable delivery of this Agreement and the consummation of the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meetingthereby.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Sigma Aldrich Corp)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approval, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergertransactions contemplated hereby. On or prior to the date of this Agreement, subject tothe Company Board adopted resolutions, by vote at a meeting duly called, and in the case support of the consummation Company Board Recommendation and directing that this Agreement be submitted to the Company’s stockholders for adoption. As of the Merger and the other transactions contemplated hereby (i) the approval date of this Agreement and Agreement, such resolutions have not been amended or withdrawn.
(b) Except for the transactions contemplated hereby by the holders adoption of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast outstanding Shares with respect to such approval the Merger (collectivelythe “Company Stockholder Approval”) and the satisfaction of the requirement under the Exchange Act for the Company stockholders to approve or disapprove, on an advisory basis, the “Parent Requisite Vote”Merger-related compensation of the Company’s named executive officers, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by the DGCL). This Agreement The Company has been duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity (the “Bankruptcy and Equity Exception. As ”).
(c) Assuming the accuracy of the representations set forth in Section 4.2(d), prior to the date of this Agreement, the board Company and the Company Board have taken all action necessary to exempt each of directors of Parent has unanimously by those voting (i) (A) determined that the terms execution and delivery of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Company Voting Agreement and the transactions contemplated hereby and under or thereunder, or make not subject, to (Ci) subject to the provisions of Section 6.3, resolved to recommend that Parent stockholders vote in favor 203 of the issuance of shares of Series C Common Stock in connection with the Merger DGCL, (the ii) any other applicable “Parent Recommendationfair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation or (iii) and directed that such matter be submitted for consideration any provision of the stockholders organizational documents of Parent at the Parent Stockholders MeetingCompany and the Company Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company or any of its Subsidiaries is subject, party or otherwise bound.
Appears in 2 contracts
Samples: Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.)
Corporate Authority and Approval. Each of Parent and and, to the extent applicable, Merger Sub has all requisite corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement, to execute, deliver and perform its obligations under this Agreement and to consummate the MergerMerger and the other transactions contemplated by this Agreement, subject to, only in the case of Parent to the approval of the Parent Requisite Resolutions and the Parent Director Resolutions (both as defined in Section 3.5) by, on a show of hands, not less than a simple majority of the holders of the outstanding Parent Ordinary Shares, present in person or, on a poll, by the holders of not less than a simple majority of the votes attaching to the Parent Ordinary Shares who vote in person or by proxy (the "Parent Requisite Votes"). The execution and delivery by each of Parent and, to the extent applicable, Merger Sub, of this Agreement, the performance by each of Parent and Merger Sub of its obligations under this Agreement and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only in the transactions contemplated hereby by the holders case of a majority of all the votes entitled Parent to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance Parent Requisite Resolutions and the Parent Director Resolutions pursuant to the Parent Requisite Votes, and assuming the due authorization, execution and delivery of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of Company, this Agreement constitutes the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and and, to the extent applicable, Merger Sub, enforceable against Parent and and, to the extent applicable, Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As The Board of the date of this Agreement, the board of directors Directors of Parent has unanimously by those voting (i) (A) determined that the terms of approved this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable by this Agreement and the transactions contemplated hereby and (C) has adopted a resolution, subject to Section 6.33.3.5 of this Agreement, resolved that the Parent's shareholders be recommended to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration adoption of the stockholders of Parent Requisite Resolutions and the Parent Director Resolutions at the Parent Stockholders MeetingShareholders Meeting (as defined in Section 3.5).
Appears in 2 contracts
Samples: Merger Agreement (Young & Rubicam Inc), Merger Agreement (WPP Group PLC)
Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the MergerAgreement, subject to, in the case of the consummation of the Merger only to adoption and the other transactions contemplated hereby (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes voting power of the outstanding Shares, voting together as a single class, entitled to be cast thereon by holders of shares of Series A Preferred Stock, vote on such matter and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority two-thirds of the votes cast with respect to by holders of such approval Shares voting thereon at a stockholders’ meeting duly called and held for such purpose or by written consent (collectively, the “Parent Requisite VoteStockholder Approval”)) to consummate the Merger. For purposes of the Requisite Stockholder Approval, holders of Common Stock and Preferred Stock shall vote together as a single class, and each holder of Shares of Preferred Stock shall be entitled to cast a number of votes per Share of Preferred Stock as is equal to the number of votes that such holder would be entitled to cast had such holder converted such Preferred Stock into Common Stock on the record date for such vote. This Agreement has been duly executed and delivered by the Company and, assuming the authorization, execution and delivery hereof by Parent and Merger Sub and Sub, constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles (the “Bankruptcy and Equity Exception. As of ”).
(ii) The Company Board has determined that the date of Merger is fair to, and in the best interests of, the Company and its stockholders and declared advisable this Agreement, the board of directors of Parent Merger and the other transactions contemplated hereby, and the Company Board has unanimously by those voting (i) (A) determined that the terms of approved this Agreement, the Merger and the other transactions contemplated hereby are fair toand has resolved to recommend the adoption and approval of this Agreement to the holders of Common Stock (such recommendation, the “Company Recommendation”). The Company Board has directed that this Agreement be submitted to the holders of Shares for their adoption and in approval. Assuming the best interests of, representations and warranties of Parent and its stockholdersMerger Sub set forth in Section 5.2(j) are true and correct, (B) approved and declared advisable the only approval of the stockholders of the Company required to adopt this Agreement and approve the transactions contemplated hereby is the Requisite Stockholder Approval.
(iii) When executed and (C) subject to Section 6.3delivered, resolved to recommend that Parent stockholders vote the Merger Consent shall constitute the Requisite Stockholder Approval in favor compliance with applicable Law and the certificate of incorporation and bylaws of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) Company, and directed that such matter be submitted for consideration no other vote or action of the stockholders holders of Parent at any class or series of the Parent Stockholders Meetingcapital stock of the Company will be necessary under applicable Law, the certificate of incorporation or bylaws of the Company to adopt this Agreement and consummate the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn National Gaming Inc), Merger Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approval, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergertransactions contemplated hereby. The Company Board has adopted resolutions, subject toby unanimous vote at a meeting duly called, in the case at which all directors of the consummation Company were present, and in support of the Merger Company Board Recommendation and directing that this Agreement be submitted to the other transactions contemplated hereby (i) Company’s stockholders for adoption. As of the approval date of this Agreement and Agreement, such resolutions have not been amended or withdrawn.
(b) Except for the transactions contemplated hereby by the holders adoption of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast outstanding Shares with respect to such approval the Merger (collectively, the “Parent Requisite VoteCompany Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by the DGCL). This Agreement The Company has been duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity (the “Bankruptcy and Equity Exception. As of ”).
(c) Prior to the date of this Agreement, the board Company and the Company Board have taken all action necessary to exempt each of directors of Parent has unanimously by those voting (i) (A) determined that the terms execution and delivery of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Voting Agreement and the transactions contemplated hereby and under or thereunder, or make not subject, to (Ci) subject to the provisions of Section 6.3, resolved to recommend that Parent stockholders vote in favor 203 of the issuance of shares of Series C Common Stock in connection with the Merger DGCL, (the ii) any other applicable “Parent Recommendationfair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation or (iii) and directed that such matter be submitted for consideration any provision of the stockholders organizational documents of Parent at the Parent Stockholders MeetingCompany and the Company Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company or any of its Subsidiaries is subject, party or otherwise bound.
Appears in 2 contracts
Samples: Merger Agreement (Science Applications International Corp), Merger Agreement (Engility Holdings, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by Agreement, subject only to obtaining the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Company Vote”). This Agreement has been duly executed and delivered -29- by Parent the Company and, assuming due execution and delivery by Xxxxxx and Merger Sub and Sub, constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. As The Requisite Company Vote is the only approval of the date Shares or any class or series of securities of the Company necessary to approve or adopt this Agreement and the transactions contemplated by this Agreement.
(b) The Company Board has, at a duly convened and held meeting in compliance with the board applicable provisions of directors of Parent has unanimously by those voting the DGCL: (i) (A) determined that approved this Agreement, the terms of Support Agreements, the Merger and the transactions contemplated by this Agreement, (B) declared advisable this Agreement, the Merger and the other transactions contemplated hereby by this Agreement, (C) determined that this Agreement, the Support Agreements, the Merger and the transactions contemplated by this Agreement are fair to, and in the best interests of, Parent the Company and its stockholders, other than Common Shares owned by Parent, Merger Sub or any other Wholly Owned Subsidiary of Parent, the Company or any Wholly Owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (BD) approved and declared advisable resolved to recommend that the holders of Common Shares adopt this Agreement (the “Company Recommendation”) and such approval, declaration, determination and resolution was unanimous; and (ii) directed that this Agreement be submitted to the Company’s stockholders of Common Shares for their adoption. No further corporate action is required by the Company Board in order for the Company to approve this Agreement, the Merger, the Support Agreements or the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meetingor thereby.
Appears in 2 contracts
Samples: Merger Agreement (Voya Financial, Inc.), Merger Agreement (Voya Financial, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite necessary corporate power and authority authority, and has taken all corporate action necessary in order necessary, to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the MergerOffer, subject to, in the case Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution and delivery of this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the filing of the Articles of Merger with the Department), assuming Parent and Merger Sub perform their obligations under Section 3-106.1 of the MGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity (the “Bankruptcy and Equity Exception”).
(b) The Company Board has duly adopted resolutions unanimously among those voting (i) approving and declaring advisable this Agreement, the approval Offer, the Merger and the other transactions contemplated hereby, (ii) determining that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the transactions contemplated hereby on the terms and subject to the conditions set forth herein, (iii) resolving that the Merger shall be effected under Section 3-106.1 of the MGCL and that the Merger shall be consummated as promptly as practicable following the Acceptance Time (as defined herein), and (iv) resolving to recommend to the stockholders of the Company that they accept the Offer and tender their shares of Common Stock pursuant to the Offer (the “Company Recommendation”), and such resolutions have not been rescinded, modified or withdrawn in any way.
(c) Prior to the date of this Agreement, the Company and the Company Board have taken all action necessary (and shall not rescind or modify such action after the date hereof) to exempt each of the execution and delivery of this Agreement and the transactions contemplated hereby by under, or make not subject, to (i) the holders provisions of a majority Sections 3-601 and 3-602 of all the votes entitled to be cast thereon by holders of shares of Series A Preferred StockMGCL, and (ii) the approval Maryland Control Share Acquisition Act (Section 3-701 to 710 of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”MGCL). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub Except as provided in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously by those voting clauses (i) and (A) determined ii), there are no other applicable “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable would apply to this Agreement and or the transactions contemplated hereby hereby, including without limitation, the Offer and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor the Merger. There are no provisions of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration organizational documents of the stockholders of Parent at Company and the Parent Stockholders MeetingCompany Subsidiaries that would require any corporate approval other than any such approval provided for in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Jacobs Engineering Group Inc /De/), Merger Agreement (Keyw Holding Corp)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) Remainco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to consummate the Merger, subject to, in the case which it is or will be a party as of the consummation date hereof and as of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Effective Time. This Agreement has been duly executed and delivered by Parent and Merger Sub Remainco and constitutes a valid and binding agreement of Parent and Merger SubRemainco, enforceable against Parent and Merger Sub Remainco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). As Except for such further action of the Remainco Board required, if applicable, to determine the structure of the Distribution, establish the Distribution Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), the execution and delivery by Remainco of this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of this Agreement, the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger Effective Time and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of Remainco is necessary to authorize this Agreement or the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time.
(Cb) The Remainco Board has approved this Agreement, the Separation and Distribution Agreement and the Transactions, including the Separation, the Distribution and the Merger, subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor such further action of the issuance of shares of Series C Common Stock in connection with Remainco Board required, if applicable, to determine the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration structure of the Distribution, establish the Distribution Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement).
(c) The approval of Remainco’s stockholders of Parent at is not required to effect the Parent Stockholders MeetingTransactions, including the transactions contemplated by the Separation and Distribution Agreement.
Appears in 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Discovery, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Statutory Merger Agreement and subject to obtaining the Requisite Company Vote to consummate the Merger, subject to, in . The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger have been duly and validly authorized by all necessary corporate action, subject to the adoption of the Agreement and the other transactions contemplated hereby Statutory Merger Agreement by the Company’s shareholders if required by applicable Law. The board of directors of the Company (the “Company Board”), at meetings duly called and held, adopted resolutions (i) approving and declaring advisable this Agreement, the approval Statutory Merger Agreement and the Merger, (ii) declaring that it is in the best interests of the shareholders of the Company that the Company enter into this Agreement, the Statutory Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) directing that the adoption of this Agreement and the transactions contemplated hereby by Statutory Merger Agreement be submitted as promptly as practicable to a vote at a meeting of the holders shareholders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, Company and (iiiv) recommending that the approval shareholders of the issuance Company adopt this Agreement, the Statutory Merger Agreement which resolutions have not been rescinded, modified or withdrawn in any way. Except as provided in this Section 3.3(a), no other corporate proceedings on the part of shares the Company are necessary to authorize the execution and delivery of Series C Common Stock in connection this Agreement or to consummate the Merger (other than the filing of the Certificate of Merger with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval Registrar).
(collectively, the “Parent Requisite Vote”). b) This Agreement has been duly and validly executed and delivered by Parent the Company and, assuming the due authorization, execution and Merger Sub and constitutes a valid and binding agreement of delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its termsterms (except as such enforceability may be limited by bankruptcy, subject insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair toor affecting creditor’s rights, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meetinggeneral equitable principles).
Appears in 2 contracts
Samples: Merger Agreement (Lexmark International Inc /Ky/), Merger Agreement (Kofax LTD)
Corporate Authority and Approval. (a) Each of Parent RMT Partner and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement Transactions and the transactions contemplated hereby by the holders of a majority of all the votes entitled other Transaction Documents, subject only to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval receipt of the issuance of shares of Series C Common Stock in connection with RMT Partner Stockholder Approval and the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series Preferred A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Consent. This Agreement has been duly executed and delivered by Parent RMT Partner and Merger Sub and constitutes a valid and binding agreement of Parent RMT Partner and Merger Sub, enforceable against Parent each RMT Partner and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent .
(b) The RMT Partner Independent Committee has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger Consent Agreement and the other transactions reclassification of the RMT Partner Series A-1 Preferred Stock contemplated hereby by the RMT Partner Charter Amendment are fair to, and in the best interests of, Parent of RMT Partner and its stockholders, stockholders (Bother than Advance/Xxxxxxxx) and (ii) recommended that the RMT Partner Board adopt resolutions approving and declaring advisable the Consent Agreement and the reclassification of the RMT Partner Series A-1 Preferred Stock contemplated by the RMT Partner Charter Amendment.
(c) The RMT Partner Board (acting in part upon the recommendation of the RMT Partner Independent Committee) has (i) approved and declared advisable this Agreement and the transactions contemplated hereby Transactions, including the Merger, the RMT Partner Share Issuance and the RMT Partner Charter Amendment, (ii) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of RMT Partner and its stockholders and (Ciii) subject resolved to Section 6.3make the RMT Partner Recommendation.
(d) The Merger Sub Board has (i) approved and declared advisable this Agreement and the Transactions, including the Merger and (ii) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interest of the Merger Sub and its sole stockholder and (iii) resolved to recommend that Parent stockholders the adoption of this Agreement by the sole stockholder of Merger Sub.
(e) No vote in favor of the issuance holders of shares any class of Series C Common Stock in connection with equity securities of RMT Partner is required for the execution and delivery of this Agreement, the Transaction Documents or any other agreements and documents contemplated hereby to which RMT Partner is a party, the performance by RMT Partner of its obligations hereunder and thereunder, or to consummate the Merger (and the “Parent Recommendation”) transactions contemplated hereunder and directed thereunder, except that such matter be submitted for consideration the consummation of the stockholders RMT Partner Share Issuance and the RMT Partner Charter Amendment require the RMT Partner Stockholder Approval and the Preferred A Consent.
(f) Each of Parent at the Parent Stockholders MeetingRMT Partner Board and the Merger Sub Board has taken all necessary action so that Remainco will not be an “interested stockholder” or prohibited from entering into or consummating a “business combinations” with RMT Partner (in each case, as such term is used in Section 203 of the DGCL) under Section 203 of the DGCL as a result of the execution of this Agreement or the consummation of the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Discovery, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action necessary deliver this Agreement and, assuming the transactions contemplated by this Agreement are consummated in order accordance with Section 251(h) of the DGCL, to execute, deliver and perform its obligations hereunder and to consummate the Transactions. The execution and delivery of and performance by the Company under this Agreement and to consummate the Merger, subject to, in consummation by the case Company of the consummation Transactions have been duly and validly authorized by all necessary corporate action on the part of the Merger and Company and, assuming the other transactions contemplated hereby (iby this Agreement are consummated in accordance with Section 251(h) of the approval DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the transactions contemplated hereby consummation by the holders Company of the Transactions. The Company Board, at a majority of all meeting duly called and held, unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the votes entitled to be cast thereon by holders of shares of Series A Preferred StockTransactions, and (ii) declaring that it is in the approval best interests of the issuance stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Offer and Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Series C Common Stock to Merger Sub in connection the Offer, which resolutions have not been rescinded, modified or withdrawn in any way other than a rescission, modification or withdrawal made after the date hereof and prior to the Offer Closing in accordance with Section 5.4. Except as provided in this Section 3.3(a), no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions (other than the filing of the Certificate of Merger with the Merger as contemplated by this Agreement by the affirmative vote Secretary of State of the holders State of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval Delaware).
(collectively, the “Parent Requisite Vote”). b) This Agreement has been duly and validly executed and delivered by Parent the Company and, assuming the due authorization, execution and Merger Sub and constitutes a valid and binding agreement of delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its termsterms (except as such enforceability may be limited by bankruptcy, subject insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair toor affecting creditor’s rights, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meetinggeneral equitable principles).
Appears in 2 contracts
Samples: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)
Corporate Authority and Approval. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and has taken all corporate action necessary deliver this Agreement and, subject, with respect to Parent, to receipt of the Parent Stockholder Approval and, with respect to Merger Sub, the adoption of this Agreement by Parent in order its capacity as sole stockholder of Merger Sub, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby hereby. The Parent Board has adopted resolutions, by vote at a meeting duly called (i) determining that the approval terms of this Agreement and the transactions contemplated hereby by are advisable and in the holders best interests of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred StockParent and its stockholders, and (ii) approving the approval of Merger and this Agreement and the transactions contemplated hereby, including, but not limited to, the issuance of shares of Series C Parent Class A Common Stock pursuant to this Agreement (the “Parent Share Issuance”) and (iii) recommending that the stockholders of Parent approve the Parent Share Issuance in connection with the Merger as contemplated by this Agreement by and directing that the affirmative vote Parent Share Issuance be submitted to Parent’s stockholders for approval at a duly held meeting of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval stockholders for such purpose (collectively, the “Parent Requisite VoteStockholders Meeting”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, such resolutions have not been amended or withdrawn.
(b) Except for the board approval of directors the Parent Share Issuance by the affirmative vote of the holders of a majority of the shares of Parent has unanimously Common Stock present in person or by those voting proxy and entitled to vote thereon, at the Parent Stockholders Meeting (i) (A) determined that the terms of this Agreementsuch approval, the Merger and “Parent Stockholder Approval”), no other corporate proceedings on the other transactions contemplated hereby part of Parent are fair tonecessary to authorize, and in the best interests ofadopt, Parent and its stockholdersor approve, (B) approved and declared advisable as applicable, this Agreement and or to consummate the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor except for the filing of the issuance of shares of Series C Common Stock appropriate merger documents as required by the DGCL). Parent and Merger Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent, in connection accordance with its terms except, in each case, as enforcement may be limited by the Merger Bankruptcy and Equity Exception.
(the c) There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders or any of Parent at the Parent Stockholders MeetingSubsidiaries is subject, party or otherwise bound.
Appears in 2 contracts
Samples: Merger Agreement (SendGrid, Inc.), Merger Agreement (Twilio Inc)
Corporate Authority and Approval. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and has taken all corporate action necessary deliver this Agreement and, subject, with respect to Parent, to receipt of the Parent Stockholder Approval and, with respect to Merger Sub, the adoption of this Agreement by Parent in order its capacity as sole stockholder of Merger Sub, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby hereby. The Parent Board has unanimously adopted resolutions (i) determining that the approval terms of this Agreement and the transactions contemplated hereby by are advisable and in the holders best interests of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred StockParent and its stockholders, and (ii) approving the approval of Merger and this Agreement and the transactions contemplated hereby, including, but not limited to, the issuance of shares of Series C Parent Common Stock (the “Parent Share Issuance”) and (iii) recommending that the stockholders of Parent approve the Parent Share Issuance in connection with the Merger as contemplated by this Agreement by and directing that the affirmative vote Parent Share Issuance be submitted to Parent’s stockholders for approval at a duly held meeting of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval stockholders for such purpose (collectively, the “Parent Requisite VoteStockholders Meeting”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, such resolutions have not been amended or withdrawn.
(b) Except for the board approval of directors the Parent Share Issuance by the affirmative vote of the holders of a majority of the outstanding shares of Parent has unanimously Common Stock, present in person or by those voting proxy and entitled to vote thereon, at the Parent Stockholders Meeting (i) (A) determined that the terms of this Agreementsuch approval, the Merger and “Parent Stockholder Approval”), no other corporate proceedings on the other transactions contemplated hereby part of Parent are fair tonecessary to authorize, and in the best interests ofadopt, Parent and its stockholdersor approve, (B) approved and declared advisable as applicable, this Agreement and or to consummate the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor except for the filing of the issuance of shares of Series C Common Stock appropriate merger documents as required by the DGCL). Parent and Merger Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent, in connection accordance with its terms except, in each case, as enforcement may be limited by the Merger (the “Parent Recommendation”) Bankruptcy and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders MeetingEquity Exception.
Appears in 2 contracts
Samples: Merger Agreement (Science Applications International Corp), Merger Agreement (Engility Holdings, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to enter into and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approvals, deliver and to perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in transactions contemplated herein. The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize this Agreement or to consummate the transactions contemplated hereby by herein, subject, in the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval case of the issuance of shares of Series C Common Stock in connection with Merger, to the Merger as contemplated by this Agreement by Company Stockholder Approvals and the affirmative vote filing of the holders Certificate of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by each of the Parent and Merger Sub and constitutes Parties, is a valid and binding agreement obligation of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except that the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously enforcement hereof may be limited by those voting (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (Aii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Company Board (upon the unanimous recommendation of the Special Committee) at a duly held meeting unanimously (other than Xxxxxxx X. Dell) has (i) determined that the terms of transactions contemplated by this Agreement, including the Merger and the other transactions contemplated hereby Merger, are fair to, and in the best interests of, Parent and its stockholdersthe Company’s stockholders (other than the MD Investors), (Bii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby herein, including the Merger, and (Ciii) resolved, subject to Section 6.35.3, resolved to recommend that Parent the stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger Company adopt this Agreement (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent the Company at the Parent Stockholders Company Meeting.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Dell Inc)
Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Mergerperform its obligations hereunder, subject to, to the approval and adoption of this Agreement by the stockholders of the Company in the case manner set forth in Section 5.3, to the extent required by applicable Law. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the consummation of the Merger and the other transactions contemplated hereby (i) have been duly authorized by the approval Company's Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stockhereby, and (ii) other than the approval and adoption of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote stockholders of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of Company in the votes cast with respect manner set forth in Section 5.3, to such approval (collectively, the “Parent Requisite Vote”)extent required by applicable Law. This Agreement has been duly executed and delivered by Parent the Company and, subject (as to the obligation to consummate the Merger) to such stockholder approval and, assuming due authorization, execution and Merger Sub and constitutes a valid and binding agreement delivery of this Agreement by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. As except as such enforceability may be limited by applicable bankruptcy laws or creditors' rights generally or by general principles of equity.
(ii) The Board of Directors of the date of Company, at a meeting duly called and held has (A) approved this Agreement, the board of directors of Parent has unanimously by those voting Merger and the other transactions contemplated hereby and (iB) (A) determined that the terms resolved to recommend approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby are fair toby the Company's stockholders.
(iii) The Board of Directors of the Company has received an opinion from Lazard Freres & Co. LLC, and the Company's financial Adviser (the "FINANCIAL ADVISER"), to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares in the best interests ofMerger is fair to such holders from a financial point of view. Such opinion has not been withdrawn, Parent revoked or modified. A true and complete copy of such opinion has been delivered to Parent.
(iv) The Company and its stockholdersBoard of Directors have authorized and taken all necessary action to amend the Rights Agreement in a form satisfactory to Parent substantially similar to the form attached hereto as ANNEX B without redeeming the Rights (as defined in the Rights Agreement), such that none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby will (A) cause any Rights issued pursuant to the Rights Agreement to become exercisable or to separate from the stock certificate to which they are attached, (B) approved and declared advisable this Agreement and cause Parent, Merger Sub or any of their Affiliates to be an Acquiring Person (as defined in the transactions contemplated hereby and Rights Agreement) or (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor trigger other provisions of the issuance of shares of Series C Common Stock Rights Agreement, including giving rise to a Distribution Date (as defined in connection with the Merger (Rights Agreement), and such amendment shall be in full force and effect at all times from and after the “Parent Recommendation”) and directed that such matter be submitted for consideration of date hereof through the stockholders of Parent at the Parent Stockholders MeetingEffective Time.
Appears in 1 contract
Samples: Merger Agreement (Shiva Corp)
Corporate Authority and Approval. Each of (i) Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the MergerAgreement, and, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the only to approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of Shares (the votes cast with respect to such approval (collectively, the “"Parent Requisite Vote”"), to consummate the Mergers and the transactions contemplated hereby. If the Parent Requisite Vote is not obtained, this Agreement as modified by Section 2.4 hereof will remain effective and no vote of holders of capital stock of Parent will be necessary to approve this Agreement and the transactions contemplated by Section 2.4 hereof or for Parent, Holdco or CAC to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and Merger Sub and constitutes delivery of this Agreement by the Company, is a valid and legally binding agreement of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(ii) Prior to the Effective Time, Parent will have taken all necessary action to permit Holdco to issue the number of Holdco Shares and Holdco Units or to permit Parent to issue the number of Parent Units, as the case may be, required to be issued pursuant to Articles II and III. The Holdco Shares and Holdco Units or the Parent Units, as the case may be, when issued, will be validly issued, fully paid and nonassessable, and no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Holdco Shares and Holdco Units or the Parent Units, as the case may be, when issued, will be registered under the Securities Act and Exchange Act and registered or exempt from registration under any applicable state securities or "blue sky" laws.
(iii) As of the date hereof the Board of this Agreement, the board of directors Directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) has approved and declared advisable this Agreement and adopted the transactions contemplated hereby plan of merger relating to Parent set forth herein and (C) subject to Section 6.3, has resolved to recommend that the shareholders of Parent stockholders vote in favor approve this Agreement and (B) has received the opinion of its financial advisor Credit Suisse First Boston to the issuance of shares of Series C Common Stock in connection with effect that the Merger (Consideration or the “Alternate Structure Merger Consideration, as the case may be, is fair to Parent Recommendation”) and directed that such matter be submitted for consideration from a financial point of the stockholders of Parent at the Parent Stockholders Meetingview.
Appears in 1 contract
Samples: Merger Agreement (Nisource Inc)
Corporate Authority and Approval. Each of Parent and Merger Sub The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby, including the Merger, subject to, other than in the case of the consummation of the Merger and the other transactions contemplated hereby Merger, (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect voting power of the shares of Class A Common Stock and Class B Common Stock (voting together as one class) issued and outstanding and entitled to such approval vote at a special meeting of stockholders (collectively, the “Parent Requisite Company Vote”)) and (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by Parent the Company and, assuming the due authorization, execution and Merger Sub and constitutes a valid and binding agreement of delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the The board of directors of Parent the Company has unanimously by those voting (i) (A) determined that duly adopted resolutions, which have not subsequently been rescinded or modified in any way, adopting the terms Board Actions. The Requisite Company Vote is the only vote of this Agreement, any class or series of the Merger and the Company’s share capital or other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable securities necessary to approve or adopt this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3hereby, resolved to recommend that Parent stockholders vote in favor of including the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders MeetingMerger.
Appears in 1 contract
Samples: Merger Agreement (Panera Bread Co)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite necessary corporate power and authority and has taken all corporate action to enter into this Agreement and, subject to obtaining any necessary in order Company Shareholder Approval, to execute, deliver and perform its obligations under this Agreement hereunder. The execution and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stocknecessary corporate action, and (ii) no other corporate proceedings on the approval part of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by Company and no shareholder votes are necessary to authorize this Agreement by or to consummate the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast transactions contemplated hereby other than, with respect to such approval (collectivelythe Merger, the “Parent Requisite Vote”)filing of appropriate merger documents as required by the WBCA and any necessary Company Shareholder Approval. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes the Company and, assuming this Agreement is a valid and binding agreement obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy Enforceability Exception.
(b) In the event of a Long-Form Merger, assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 6.9, the affirmative vote of holders of a majority of shares of Company Common Stock outstanding on the record date of the Company Shareholders’ Meeting, voting together as a single group (the “Company Shareholder Approval”), is the only vote of the holders of any class or series of the Company’s Equity ExceptionInterests necessary to approve this Agreement. As In the event of a Short-Form Merger, if the holdings of Company Common Stock by Merger Sub meet the ownership threshold required by Section 23B.11.040 of the WBCA, and Merger Sub otherwise complies with the requirements of Section 23B.11.040 of the WBCA, no vote of the holders of any class or series of the Company’s Equity Interests is necessary to approve this Agreement in accordance with Section 23B.11.040 of the WBCA.
(c) On or prior to the date of this Agreement, the Company Board has received from Xxxxxxx, Xxxxx & Co. (the “Company Financial Advisor”) its opinion, subject to the limitations, qualifications and assumptions set forth therein, that the $9.75 in cash per share to be paid to the holders of Company Common Stock (other than Parent and Merger Sub) pursuant to this Agreement is fair, from a financial point of view, to such holders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company will furnish a complete and correct copy of such opinion to Parent promptly after receipt thereof by the board Company for informational purposes only; provided, however, that neither Parent nor Merger Sub may rely upon such opinion.
(d) The Company has been advised by each of its directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby executive officers who are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance holders of shares of Series C Company Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration that, as of the stockholders date hereof, such directors and executive officers intend to tender their shares of Parent at Company Common Stock to Merger Sub pursuant to the Parent Stockholders MeetingOffer.
Appears in 1 contract
Samples: Merger Agreement (Zymogenetics Inc)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approval, deliver and to perform its obligations under this Agreement hereunder and to consummate the Mergertransactions contemplated hereby. On or prior to the date of this Agreement, subject tothe Company Board adopted resolutions, in the case by vote at a meeting duly called, at which all participating directors of the consummation Company were present, and in support of the Merger Company Board Recommendation and directing that this Agreement be submitted to the other transactions contemplated hereby (i) Company’s stockholders for adoption. As of the approval date of this Agreement and Agreement, such resolutions have not been amended or withdrawn.
(b) Except for the transactions contemplated hereby by the holders adoption of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast outstanding Shares with respect to such approval the Merger (collectivelythe “Company Stockholder Approval”) and the satisfaction of the requirement under the Exchange Act for the Company stockholders to approve or disprove, on an advisory basis, the “Parent Requisite Vote”Merger-related compensation of the Company’s named executive officers, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by the DGCL). This Agreement The Company has been duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Xxxxxx, Acquisition Sub and constitutes a valid and binding agreement of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity (the “Bankruptcy and Equity Exception. As of ”).
(c) Prior to the date of this Agreement, the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger Company and the other transactions contemplated hereby are fair to, Company Board have taken all action necessary to exempt each of the execution and in the best interests of, Parent and its stockholders, (B) approved and declared advisable delivery of this Agreement and the transactions contemplated hereby and under or thereunder, or make not subject, to (Ci) subject to the provisions of Section 6.3, resolved to recommend that Parent stockholders vote in favor 203 of the issuance of shares of Series C Common Stock in connection with the Merger DGCL, (the ii) any other applicable “Parent Recommendationfair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation or (iii) and directed that such matter be submitted for consideration any provision of the stockholders organizational documents of Parent at the Parent Stockholders MeetingCompany and the Company Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company or any of its Subsidiaries is subject, party or otherwise bound.
Appears in 1 contract
Samples: Merger Agreement (Metacrine, Inc.)
Corporate Authority and Approval. Each of Parent (a) The Company and Merger Sub has Symbotic have, and following the Company Reorganization will have, all requisite corporate limited liability company power and authority and each has taken all corporate company action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it is a party and to consummate the MergerTransactions, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the only to approval of this Agreement and the transactions contemplated hereby Company Merger Agreement by the (a) holders of a majority of all the votes entitled to be cast thereon by issued and outstanding Company Class A Units, (b) holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval issued and outstanding Company Class B Preferred Units, (c) holders of a majority of the issued and outstanding Company Class X-0 Xxxxxxxxx Xxxxx, (x) holders of a majority of the issued and outstanding Company Class B-2 Preferred Units and (e) holders of a majority of the issued and outstanding Company Class C Units (collectively, the “Parent Company Requisite VoteApproval”). This Agreement has been been, and each Transaction Document to which it is a party will be, duly executed and delivered by Parent each of the Company and Merger Sub Symbotic and, assuming due authorization and constitutes execution by each other party hereto and thereto, constitutes, or will constitute at the Closing, as applicable, a valid and binding agreement of Parent the Company and Merger SubSymbotic, as applicable, enforceable against Parent the Company and Merger Sub Symbotic, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). As The Company Requisite Approval is the only vote of the date holders of any class or series of capital stock of the Company required to approve and adopt this AgreementAgreement and the Transaction Documents to which the Company is a party and to approve the Transactions. The Company Written Consent, when executed and delivered by the board of directors of Parent Requisite Equityholders, will satisfy the Company Requisite Approval.
(b) The Company Board has unanimously by those voting (i) (A) unanimously determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are is fair to, and in the best interests of, Parent the Company and its stockholdersthe Company Equityholders, (B) approved and declared advisable this Agreement Agreement, the Merger and the transactions contemplated hereby other Transactions, and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor adoption of this Agreement to the issuance of shares of Series C Common Stock in connection with the Merger Company Equityholders and (the “Parent Recommendation”ii) and directed that such matter the adoption of this Agreement be submitted to the Company Equityholders for consideration of the stockholders of Parent at the Parent Stockholders Meetingapproval.
Appears in 1 contract
Corporate Authority and Approval. Each of (i) Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the MergerAgreement, and, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the only to approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of Shares (the votes cast with respect to such approval (collectively, the “"Parent Requisite Vote”"), to consummate the Mergers and the transactions contemplated hereby. If the Parent Requisite Vote is not obtained, this Agreement as modified by Section 2.4 hereof will remain effective and no vote of holders of capital stock of Parent will be necessary to approve this Agreement and the transactions contemplated by Section 2.4 hereof or for Parent, Holdco or CAC to perform their respective obligations hereunder. This Agreement has been duly executed duly
(ii) Prior to the Effective Time, Parent will have taken all necessary action to permit Holdco to issue the number of Holdco Shares and delivered by Holdco Units or to permit Parent and Merger Sub and constitutes a valid and binding agreement to issue the number of Parent Units, as the case may be, required to be issued pursuant to Articles II and Merger SubIII. The Holdco Shares and Holdco Units or the Parent Units, enforceable against as the case may be, when issued, will be validly issued, fully paid and nonassessable, and no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Holdco Shares and Merger Sub in accordance with its termsHoldco Units or the Parent Units, subject to as the Bankruptcy case may be, when issued, will be registered under the Securities Act and Equity Exception. Exchange Act and registered or exempt from registration under any applicable state securities or "blue sky" laws.
(iii) As of the date hereof the Board of this Agreement, the board of directors Directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) has approved and declared advisable this Agreement and adopted the transactions contemplated hereby plan of merger relating to Parent set forth herein and (C) subject to Section 6.3, has resolved to recommend that the shareholders of Parent stockholders vote in favor approve this Agreement and (B) has received the opinion of its financial advisor Credit Suisse First Boston to the issuance of shares of Series C Common Stock in connection with effect that the Merger (Consideration or the “Alternate Structure Merger Consideration, as the case may be, is fair to Parent Recommendation”) and directed that such matter be submitted for consideration from a financial point of the stockholders of Parent at the Parent Stockholders Meetingview.
Appears in 1 contract
Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject only to, assuming the representations and warranties of Parent and Merger Sub set forth in the case of the consummation of the Merger Section 5.2(k) are true and the other transactions contemplated hereby (i) the approval correct, adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes outstanding Shares entitled to be cast thereon by holders of shares of Series A Preferred Stock, vote on such matter at a stockholders’ meeting duly called and held for such purpose (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Company Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. As ”).
(ii) Each of the date of this Agreement, Transaction Committee and the board of directors of Parent Company Board has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are is fair to, and in the best interests of, Parent the Company and its stockholders, (B) approved stockholders and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and (C) the Company Board has approved this Agreement and the Merger and the other transactions contemplated hereby and has resolved, subject to Section 6.36.2, resolved to recommend that Parent stockholders vote in favor adoption of this Agreement to the holders of Shares (such recommendation, including the recommendation of the issuance of shares of Series C Common Stock in connection with the Merger (Transaction Committee, the “Parent Company Recommendation”) and ). The Company Board has directed that such matter this Agreement be submitted to the holders of Shares for consideration their adoption. Assuming the representations and warranties of Parent and Merger Sub set forth in Section 5.2(k) are true and correct, the only vote of the stockholders of Parent at the Parent Stockholders MeetingCompany required to adopt this Agreement and approve the transactions contemplated hereby is the Requisite Company Vote.
Appears in 1 contract
Samples: Merger Agreement (Ims Health Inc)
Corporate Authority and Approval. (a) Each of Parent SRA and Merger SRA Operating Sub has have all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver, deliver and perform its obligations under under, this Agreement and each Transaction Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger Mergers and the other transactions contemplated hereby (i) the approval by this Agreement and each Transaction Agreement. The execution, delivery and performance of this Agreement and each Transaction Agreement by each of SRA and SRA Operating Sub and the consummation of the Mergers each of SRA and SRA Operating Sub and the other transactions contemplated by this Agreement and the Transaction Agreements have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of SRA and SRA Operating Sub and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)other than those that have already been received. This Agreement has been duly executed and delivered by Parent SRA and Merger SRA Operating Sub and constitutes a valid and binding agreement of Parent SRA and Merger Sub, SRA Operating Sub and enforceable against Parent and Merger Sub the same in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exception. As similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles.
(b) On or prior to the date of this Agreement, the board SRA Board of directors of Parent has Directors have duly and unanimously by those voting adopted resolutions: (i) (A) determined determining that the Mergers, on the terms of this Agreementand subject to the conditions set forth herein, the Merger and the other transactions contemplated hereby are fair to, and in the best interests ofof SRA and SRA Operating Sub; (ii) approving and declaring advisable this Agreement and the Mergers and the other transactions contemplated hereby; (iii) authorizing and approving the execution, Parent delivery and its stockholders, (B) approved and declared advisable performance of this Agreement and the transactions contemplated hereby hereby; and (Civ) subject recommending adoption of this Agreement to Section 6.3the holders of shares or membership interests, resolved to recommend that Parent stockholders vote in favor as applicable, which resolutions, as of the issuance date hereof, have not been withdrawn or modified in a manner adverse to SRA.
(c) On or prior to the date of shares this Agreement, the Enumerated SRA Stockholders have duly adopted this Agreement. No other approval by holders of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration any class or series of the stockholders equity interest of Parent at the Parent Stockholders MeetingSRA or SRA Operating Sub is required to adopt or approve this Agreement under applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Sciences Corp)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to execute and has taken all corporate action necessary in order to executedeliver this Agreement, deliver and perform its obligations under this Agreement and to consummate the MergerMerger and the other Transactions and to comply with the provisions of this Agreement, subject tosubject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Approvals. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated hereby (i) Transactions and the approval performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement Agreement, the consummation by the Company of the Merger and the transactions contemplated hereby other Transactions or the performance by the holders Company of a majority of all its obligations hereunder, subject, in the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval case of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote consummation of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of Merger, to obtaining the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Company Stockholder Approvals. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Merger Sub and Sub, constitutes a valid and binding agreement obligation of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. As The Company Stockholder Approvals are the only approvals of the date Shares or any class or series of securities of the Company necessary to approve or adopt this AgreementAgreement and the Transactions.
(b) The Special Committee, the board of directors of Parent at a meeting duly called and held at which a quorum was present, has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger Agreement and the other transactions contemplated hereby Transactions are fair to, to and in the best interests of, of the Company and the holders of the Shares (other than the Parent and its stockholdersGroup Shares), (Bii) recommended to the Company Board that the Company Board adopt resolutions approving and declaring advisable this Agreement and the Transactions and (iii) authorized the Special Committee Recommendation.
(c) The Company Board, at a meeting duly called and held at which a quorum was present and based on the Special Committee Recommendation, has (i) determined that the terms of this Agreement and the Transactions are fair to and in the best interests of the Company and the holders of Shares (other than the Parent Group Shares), (ii) approved and declared advisable this Agreement and the transactions contemplated hereby Transactions and (Ciii) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of authorized the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Company Board Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meeting.
Appears in 1 contract
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to enter into and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Shareholder Approval, deliver and to perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in transactions contemplated herein. The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by the Company Board and (assuming the representations and warranties of Parent and Merger Sub set forth in Section 4.9 are true and correct) no other corporate action on the part of the Company, pursuant to the OBCA or otherwise, is necessary to authorize this Agreement or to consummate the transactions contemplated hereby by herein, subject, in the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval case of the issuance of shares of Series C Common Stock in connection with Merger, to the Merger as contemplated by this Agreement by Shareholder Approval and the affirmative vote filing of the holders Articles of outstanding Parent Common Stock Merger and Series A Preferred Stock representing a majority the Certificate of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Merger. This Agreement has been duly and validly executed and delivered by Parent the Company and, assuming due and Merger Sub valid authorization, execution and constitutes a valid and binding agreement of delivery hereof by Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in an Action in equity or at law).
(b) The Company Board, at a meeting duly called and held, has duly approved and adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders, and declaring it advisable, to enter into this Agreement, (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, and (iii) resolving, subject to Section 5.3, to recommend that the Bankruptcy shareholders of the Company approve this Agreement (the “Recommendation”) and Equity Exception(iv) directing that this Agreement be submitted to a vote of the shareholders of the Company at the Company Meeting. As of the date of this Agreement, such resolutions have not been amended or withdrawn.
(c) Assuming the board of directors representations and warranties of Parent has unanimously and Merger Sub set forth in Section 4.9 are true and correct, the affirmative vote (in person or by those voting proxy) at the Company Meeting, or any adjournment or postponement thereof, of the holders of a majority of the outstanding Shares in favor of the approval of this Agreement (the “Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement, the Merger and the transactions contemplated herein.
(d) Assuming the representations and warranties of Parent and Merger Sub set forth in Section 4.9 are true and correct, the Company Board and the Company have taken all action necessary to (i) elect that no state “fair price,” “control share acquisition,” “business combination,” “interested stockholder,” or similar anti-takeover statute or regulation (Aincluding the provisions of Section 60.801 et seq. of the OBCA) determined that be applicable to the terms Merger or any of the other transactions contemplated by this Agreement and (ii) cause the provisions of the Company’s articles of incorporation and bylaws concerning “business combinations,” “fair price,” “voting requirements” or other related provisions, including Article VII of the Company’s articles of incorporation, not to be applicable to the Merger or any of the other transactions contemplated by this Agreement.
(e) The Amended and Restated Rights Agreement dated as of April 20, 2009 between the Company and Mellon Investor Services LLC, as rights agent, has lapsed without being reinstated and has no further effect, including with respect to this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable by this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders MeetingAgreement.
Appears in 1 contract
Corporate Authority and Approval. (a) Each of Parent and Merger Sub Vector Entity has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver, deliver and perform its obligations under under, this Agreement and each Transaction Agreement to which such Person is a party and to consummate the Merger, subject to, in the case of the consummation of the Merger Vector Mergers and the other transactions contemplated hereby (i) the approval by this Agreement and each such Transaction Agreement. The execution, delivery and performance of this Agreement and each Transaction Agreement to which it is a party by Vector and the consummation of the Vector Mergers by Vector and the other transactions contemplated by this Agreement and the Transaction Agreements to which it is a party have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Vector and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)other than those that have already been received. This Agreement has been duly executed and delivered by Parent and Merger Sub Vector and constitutes a valid and binding agreement of Parent Vector and Merger Sub, is enforceable against Parent and Merger Sub the same in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exception. As similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) On or prior to the date of this Agreement, the board Vector Board of directors of Parent Directors has duly and unanimously by those voting adopted resolutions: (i) (A) determined determining that the Vector Mergers, on the terms of this Agreementand subject to the conditions set forth herein, the Merger and the other transactions contemplated hereby are fair to, and in the best interests ofof Vector; (ii) approving and declaring advisable this Agreement and the Vector Mergers and the other transactions contemplated hereby; (iii) authorizing and approving the execution, Parent delivery and its stockholders, (B) approved and declared advisable performance of this Agreement and the transactions contemplated hereby hereby; and (Civ) subject recommending adoption of this Agreement to Section 6.3the holders of shares, resolved to recommend that Parent stockholders vote in favor which resolutions, as of the issuance date hereof, have not been withdrawn or modified in a manner adverse to Vector.
(c) On or prior to the date of shares this Agreement, the Vector Enumerated Stockholder has duly adopted this Agreement. No other approval by holders of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration any class or series of the stockholders equity interest of Parent at the Parent Stockholders MeetingVector is required to adopt or approve this Agreement under applicable Law.
Appears in 1 contract
Samples: Merger Agreement (DXC Technology Co)
Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and subject only to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes Shares entitled to be cast thereon vote on such matter at a stockholders meeting duly called and held for such purpose or acting by holders written consent in lieu of shares of Series A Preferred Stock, and a stockholders meeting (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite VoteCompany Stockholder Approval”), if required by applicable Law. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. ”).
(ii) As of the date hereof, at a meeting duly called and held, the Company Board has (A) considered the recommendations of the Transaction Committee with respect to the Merger and this Agreement, (B) adopted resolutions: (x) approving and declaring advisable the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of Merger, this Agreement, the Merger Agreement and the other transactions contemplated hereby are fair to, by this Agreement on the terms and in subject to the best interests of, Parent and its stockholdersconditions set forth herein, (By) approved and declared advisable resolving that the adoption of this Agreement be submitted to the Stockholders for a vote and (z) subject to Section 5.2(b) and Section 5.2(c), resolving to recommend to the transactions contemplated hereby Stockholders that they adopt this Agreement (clauses (x)-(z), the “Company Recommendation”), and (C) subject to Section 6.35.2(b) and Section 5.2(c), resolved directed that this Agreement be submitted to recommend that Parent stockholders vote the Stockholders for their adoption.
(iii) When so executed and delivered in favor accordance with the Voting Agreement, the Written Consent shall constitute a valid and effective Company Stockholder Approval in compliance with applicable Law and the certificate of incorporation and bylaws of the issuance Company, and no other vote or action of shares any Stockholder will be necessary under applicable Law, such certificate of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meetingincorporation or bylaws or otherwise to adopt this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Golfsmith International Holdings Inc)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action deliver this Agreement and, subject to obtaining any necessary in order Company Stockholder Approval, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, subject to, in have been duly and validly authorized by all necessary corporate action on the case part of the consummation Company, and no other corporate proceedings on the part of the Merger and Company are necessary to authorize this Agreement or to consummate the other transactions contemplated hereby hereby, other than, with respect to the Merger, (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, Company Stockholder Approval and (ii) the approval filing of the issuance Certificate of shares of Series C Common Stock in connection Merger with the Merger as contemplated by this Agreement by the affirmative vote Secretary of State of the holders State of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of Delaware in accordance with the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)DGCL. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement is a valid and binding obligation of Parent and Merger Sub and Purchaser, this Agreement constitutes a valid and binding agreement obligation of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Enforceability Exception. As .
(b) Assuming the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 5.8, the affirmative vote of holders of a majority of shares of Company Common Stock outstanding on the record date of the Company Stockholders’ Meeting, voting together as a single class (the “Company Stockholder Approval”), is the only vote of the holders of any class or series of the Company’s Equity Interests necessary to adopt this Agreement, the board of directors of Parent .
(c) The Company Board has unanimously by those voting (i) (A) determined resolved that the terms of this Agreement, the Merger Agreement and the other transactions contemplated hereby hereby, including the Offer and the Merger, are fair to, to and in the best interests of, Parent of the Company and its stockholders, the Company Stockholders; (Bii) approved and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL; and (Ciii) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor the holders of Shares accept the issuance of shares of Series C Common Stock in connection with Offer, tender their Shares to Purchaser pursuant to the Merger Offer and, if required by the DGCL, adopt this Agreement (the “Parent Company Board Recommendation”) and directed ); provided, however, that such matter recommendation was made subject to the understanding that it may be submitted withheld, withdrawn, amended or modified in compliance with the terms of Section 6.2 hereof. The Company Board has determined that the consideration for consideration the Top-Up Option Shares provided under Section 1.3 is adequate in accordance with the DGCL and otherwise taken all steps necessary such that, upon issuance and delivery in accordance with Section 1.3, the Shares issued upon exercise of the stockholders Top-Up Option shall be validly issued, fully paid and non-assessable.
(d) The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL and any other state anti-takeover statute or regulation (collectively, “Takeover Provisions”) will not apply with respect to or as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, including the Offer and the Merger, without any further action on the part of the Company Stockholders or the Company Board.
(e) The Company Board has received from Xxxxxxx, Xxxxx & Co. (the “Company Financial Advisor”) its opinion, dated as of the date hereof, to the effect that, as of such date and subject to the limitations, qualifications and assumptions set forth therein, that the $31.00 per Share in cash to be paid to the holders (other than Parent at the Parent Stockholders Meetingand its Affiliates) of Company Common Stock pursuant to this Agreement is fair from a financial point of view to such holders.
Appears in 1 contract
Samples: Merger Agreement (Conceptus Inc)
Corporate Authority and Approval. (a) Each of Parent Parent, Acquisition Sub and Merger Sub has all requisite corporate power and authority to execute and has taken all corporate action necessary deliver this Agreement and, subject, with respect to Parent, to receipt of the Parent Stockholder Approval and, with respect to Merger Sub, the adoption of this Agreement by Acquisition Sub in order its capacity as sole stockholder of Merger Sub, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby hereby. The Parent Board has adopted resolutions, by vote at a meeting duly called (i) determining that the approval terms of this Agreement and the transactions contemplated hereby by are advisable and in the holders best interests of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred StockParent and its stockholders, and (ii) approving the approval of Merger and this Agreement and the transactions contemplated hereby, including, but not limited to, the issuance of shares of Series C Parent Common Stock pursuant to this Agreement (the “Parent Share Issuance”) and (iii) recommending that the stockholders of Parent approve the Parent Share Issuance in connection with the Merger as contemplated by this Agreement by and directing that the affirmative vote Parent Share Issuance be submitted to Parent’s stockholders for approval at a duly held meeting of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval stockholders for such purpose (collectively, the “Parent Requisite VoteStockholders Meeting”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, such resolutions have not been amended or withdrawn.
(b) Except for the board approval of directors the Parent Share Issuance by the affirmative vote of the holders of a majority of the outstanding shares of Parent has unanimously Common Stock present in person or by those voting proxy and entitled to vote thereon, at the Parent Stockholders Meeting (i) (A) determined that the terms of this Agreementsuch approval, the Merger and “Parent Stockholder Approval”), no other corporate proceedings on the other transactions contemplated hereby part of Parent are fair tonecessary to authorize, and in the best interests ofadopt, Parent and its stockholdersor approve, (B) approved and declared advisable as applicable, this Agreement and or to consummate the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor except for the filing of the issuance of shares of Series C Common Stock appropriate merger documents as required by the DGCL). Parent, Acquisition Sub and Merger Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent, in connection accordance with its terms except, in each case, as enforcement may be limited by the Merger Bankruptcy and Equity Exception.
(the c) There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders or any of Parent at the Parent Stockholders MeetingSubsidiaries is subject, party or otherwise bound.
Appears in 1 contract
Samples: Merger Agreement (Metacrine, Inc.)
Corporate Authority and Approval. (i) Each of Parent the Company and Merger Sub Bermuda Limited has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, the Amalgamation Agreement and the Sub Amalgamation Agreement, as the case may be, and to consummate the MergerAmalgamation, subject to, in the case of the consummation of the Merger Sub Amalgamation and the other transactions contemplated hereby (i) by this Agreement, the approval of this Amalgamation Agreement and the transactions contemplated hereby by Sub Amalgamation Agreement, as the holders case may be, subject only to (A) the receipt of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, Company Shareholder Approval (as defined below) and (iiB) the approval execution, filing and recording of the issuance of shares of Series C Common Stock in connection Section 108 Documents with the Merger as contemplated by this Agreement by ROC in accordance with the affirmative vote Companies Act. The Board of Directors of the holders Company has approved for any relevant purpose under Bermuda Law or the memorandum of outstanding Parent Common Stock association and Series A Preferred Stock representing a majority bye-laws of the votes cast with respect to such approval (collectively, Company the “Parent Requisite Vote”). This Agreement has been duly executed execution and delivered delivery by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As certain shareholder of the date Company of the Voting Agreement. For purposes of this Agreement, the board term “Company Shareholder Approval” means approval by holders of directors 60% of Parent has unanimously the issued and outstanding Shares at a meeting of the holders of the Shares (the “60% Vote”) where, throughout the meeting, there is a quorum of at least two persons present and representing in person or by those voting proxy more than 50% of the issued and outstanding Shares (ithe "Quorum”) of (Ax) determined an amendment to bye-law 45(4) of the Company’s bye-laws, which clarifies that the terms vote required to be obtained from holders of the Shares in order to approve this Agreement, Agreement and the Merger Amalgamation Agreement and the Amalgamation and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable by this Agreement and the Amalgamation Agreement is the 60% Vote and that the quorum necessary to hold a meeting to approve this Agreement and the Amalgamation Agreement and the Amalgamation and the other transactions contemplated hereby by this Agreement and the Amalgamation Agreement is the Quorum, and (Cy) subject to Section 6.3, resolved to recommend that Parent stockholders this Agreement and the Amalgamation Agreement and the Amalgamation and the other transactions contemplated by this Agreement and the Amalgamation Agreement. The Company Shareholder Approval is the only vote in favor or approval of holders of any class or series of capital stock of the issuance Company or any of shares of Series C Common Stock in connection with its Subsidiaries necessary to enter into or consummate the Merger (Amalgamation, the “Parent Recommendation”) and directed that such matter be submitted for consideration of Sub Amalgamation or the stockholders of Parent at other transactions contemplated by this Agreement, the Parent Stockholders MeetingAmalgamation Agreement or the Sub Amalgamation Agreement.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Amalgamation (Intelsat LTD)
Corporate Authority and Approval. (a) Each of Parent and Merger Sub Kodiak Entity has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver, deliver and perform its obligations under under, this Agreement and each Transaction Agreement to which such Person is a party and to consummate the Merger, subject to, in the case of the consummation of the Kodiak Merger and the other transactions contemplated hereby (i) the approval by this Agreement and each such Transaction Agreement. The execution, delivery and performance of this Agreement and each Transaction Agreement to which it is a party by Kodiak and the consummation of the Kodiak Merger by Kodiak and the other transactions contemplated by this Agreement and the Transaction Agreements to which it is a party have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Kodiak and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)other than those that have already been received. This Agreement has been duly executed and delivered by Parent and Merger Sub Kodiak and constitutes a valid and binding agreement of Parent Kodiak and Merger Sub, is enforceable against Parent and Merger Sub the same in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exception. As similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) On or prior to the date of this Agreement, the board Kodiak Board of directors of Parent Directors has duly and unanimously by those voting adopted resolutions: (i) (A) determined determining that the Kodiak Merger, on the terms of this Agreementand subject to the conditions set forth herein, the Merger and the other transactions contemplated hereby are fair to, and in the best interests ofof Kodiak; (ii) approving and declaring advisable this Agreement and the Kodiak Merger and the other transactions contemplated hereby; (iii) authorizing and approving the execution, Parent delivery and its stockholders, (B) approved and declared advisable performance of this Agreement and the transactions contemplated hereby hereby; and (Civ) subject recommending adoption of this Agreement to Section 6.3the holders of shares, resolved to recommend that Parent stockholders vote in favor which resolutions, as of the issuance date hereof, have not been withdrawn or modified in a manner adverse to Kodiak.
(c) On or prior to the date of shares this Agreement, the Kodiak Stockholder has duly adopted this Agreement. No other approval by holders of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration any class or series of the stockholders equity interest of Parent at the Parent Stockholders MeetingKodiak is required to adopt or approve this Agreement under applicable Law.
Appears in 1 contract
Samples: Merger Agreement (DXC Technology Co)
Corporate Authority and Approval. (a) Each of Parent RMT Partner and each Merger Sub has all requisite corporate and limited liability company power and authority and has taken all corporate and limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is or will be a party as of the date hereof and as of the First Effective Time and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement Transactions and the transactions contemplated hereby by the holders of a majority of all the votes entitled other Transaction Documents, subject only to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval receipt of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)RMT Partner Shareholder Approval. This Agreement has been duly executed and delivered by Parent RMT Partner and each Merger Sub and constitutes a valid and binding agreement of Parent RMT Partner and each Merger Sub, enforceable against Parent each RMT Partner and each Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent .
(b) The RMT Partner Board has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the Transactions, including the Merger, the RMT Partner Share Issuance and the RMT Partner Charter Amendment, (ii) determined that this Agreement and the Transactions, including the Merger, are in the best interests of RMT Partner, and (iii) resolved to make the RMT Partner Recommendation.
(c) The board of directors of First Merger Sub has unanimously (i) approved and declared advisable this Agreement and the Transactions, including the Merger and (ii) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of First Merger Sub and its stockholders.
(d) RMT Partner, as the sole member and manager of Merger Sub, has (i) approved and declared advisable this Agreement and the Transactions, including the Merger, and (ii) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interest of the Merger Sub and RMT Partner, as its sole member.
(e) No vote of the holders of any class of equity securities of RMT Partner is required for the execution and delivery of this Agreement, the Transaction Documents or any other agreements and documents contemplated hereby to which RMT Partner is a party, the performance by RMT Partner of its obligations hereunder and thereunder, or to consummate the Xxxxxx and the transactions contemplated hereby hereunder and thereunder, except that the consummation of the RMT Partner Share Issuance and the RMT Partner Charter Amendment require the RMT Partner Shareholder Approval.
(Cf) Each of the RMT Partner Board and RMT Partner, as the sole member and manager of Merger Sub, has taken all necessary action so that Remainco will not be an “interested stockholder” or prohibited from entering into or consummating a “business combinations” with RMT Partner (in each case, as such term is used in Section 203 of the DGCL and Sections 2551 et. seq. of the PBCL) under Section 203 of the DGCL and Sections 2551 et. seq. of the PBCL as a result of the execution of this Agreement or the consummation of the Transactions.
(g) Except for Sections 2551 et. seq. of the PBCL, in respect of which the RMT Partner Board has taken the action described in this Section 7.3, no Takeover Statute or any anti-takeover provision in the Organizational Documents of RMT Partner is applicable to RMT Partner, the capital stock of RMT Partner or the Transactions.
(h) The RMT Partner Board has received the opinion of X.X. Xxxxxx Securities LLC to the effect that, as of the date of such opinion and based upon and subject to Section 6.3the various qualifications, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with assumptions, limitations and other matters set forth therein, the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration Consideration is fair, from a financial point of the stockholders of Parent at the Parent Stockholders Meetingview, to RMT Partner.
Appears in 1 contract
Samples: RMT Transaction Agreement (Berry Global Group, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to enter into and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Shareholder Approval, deliver and to perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in transactions contemplated herein. The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the NCBCA or otherwise, is necessary to authorize this Agreement or to consummate the transactions contemplated hereby herein, subject, in the case of the Merger, to the Shareholder Approval and the filing with the Secretary of State of the State of North Carolina of the Articles of Merger as required by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)NCBCA. This Agreement has been duly and validly executed and delivered by Parent the Company and, assuming due and Merger Sub valid authorization, execution and constitutes a valid and binding agreement of delivery hereof by Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except that the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously enforcement hereof may be limited by those voting (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (Aii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Company Board (upon the unanimous recommendation of the Special Committee) at a duly held meeting has (i) determined that the terms of transactions contemplated by this Agreement, including the Merger and the other transactions contemplated hereby Merger, are fair to, to and in the best interests of, Parent of the Company and its stockholdersshareholders (other than the Rollover Investors), and declared it advisable, to enter into this Agreement, (Bii) approved the execution, delivery and declared advisable performance of this Agreement and and, subject to Section 5.3, the consummation of the transactions contemplated hereby herein, including the Merger, and (Ciii) resolved, subject to Section 6.35.3, resolved to recommend that Parent stockholders vote in favor the shareholders of the issuance of shares of Series C Common Stock in connection with the Merger Company approve this Agreement (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders shareholders of Parent the Company at the Parent Stockholders Company Meeting.
Appears in 1 contract
Samples: Merger Agreement (Pike Corp)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to enter into and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approvals, deliver and to perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in transactions contemplated herein. The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize this Agreement or to consummate the transactions contemplated hereby by herein, subject, in the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval case of the issuance of shares of Series C Common Stock in connection with Merger, to the Merger as contemplated by this Agreement by Company Stockholder Approvals and the affirmative vote filing of the holders Certificate of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by each of the Parent and Merger Sub and constitutes Parties, is a valid and binding agreement obligation of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except that the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously enforcement hereof may be limited by those voting (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (Aii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Company Board (upon the unanimous recommendation of the Special Committee) at a duly held meeting unanimously (other than Xxxx X. Xxxxx) has (i) determined that the terms of transactions contemplated by this Agreement, including the Merger and the other transactions contemplated hereby Merger, are fair to, and in the best interests of, Parent and its stockholdersthe Company’s stockholders (other than the members of the Xxxxx Group), (Bii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby herein, including the Merger, and (Ciii) resolved, subject to Section 6.35.3, resolved to recommend that Parent the stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger Company adopt this Agreement (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent the Company at the Parent Stockholders Company Meeting.
Appears in 1 contract
Samples: Merger Agreement (Asta Funding Inc)
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to enter into and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approvals, deliver and to perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in transactions contemplated herein. The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize this Agreement or to consummate the transactions contemplated hereby by herein, subject, in the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval case of the issuance of shares of Series C Common Stock in connection with Merger, to the Merger as contemplated by this Agreement by Company Stockholder Approvals and the affirmative vote filing of the holders Certificate of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Merger. This Agreement has been duly and validly executed and delivered by Parent the Company and, assuming due and valid authorization, execution and delivery hereof by Purchaser and Merger Sub and constitutes Sub, is a valid and binding agreement obligation of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to except that the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously enforcement hereof may be limited by those voting (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (Aii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Company Board (upon the unanimous recommendation of the Special Committee) at a duly held meeting has (i) determined that the terms of transactions contemplated by this Agreement, including the Merger and the other transactions contemplated hereby Merger, are fair to, and in the best interests of, Parent the Company and its stockholders, and declared it advisable to enter into this Agreement, (Bii) approved the execution, delivery and declared advisable performance of this Agreement and the consummation of the transactions contemplated hereby herein, including the Merger, and (Ciii) resolved, subject to Section 6.35.5, resolved to recommend that Parent the stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger Company adopt this Agreement (the “Parent Company Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent the Company at the Parent Stockholders Company Meeting. The Company Board at a duly held meeting has authorized the Company, as managing member of the Purchaser, to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein.
Appears in 1 contract
Samples: Merger Agreement (Pzena Investment Management, Inc.)
Corporate Authority and Approval. Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the The board of directors of Parent the Company has unanimously by those voting (i) (A) determined that the terms of approved this Agreement, the Merger and the other transactions contemplated hereby are fair to, hereby. The affirmative vote of the holders of a majority of the outstanding Common Shares and in the best interests of, Parent and its stockholders, (B) approved and declared advisable holders of a majority of the outstanding Preferred Shares voting together as a single class is the only vote or consent of the holders of any Equity Interests necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby (the “Company Requisite Vote”). The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Merger). The execution, delivery and performance of this Agreement and each of the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and (C) thereby have been duly and validly authorized by the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or such other Transaction Documents to which the Company is a party, or the transactions contemplated hereby or thereby. This Agreement has been, and the other Transaction Documents will be, duly and validly executed and delivered by the Company and, assuming the valid authorization, execution and delivery of this Agreement and the other Transaction Documents by the other parties thereto, constitutes, or shall constitute, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) Bankruptcy and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders MeetingEquity Exception.
Appears in 1 contract
Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action deliver this Agreement and, subject to obtaining any necessary in order Company Shareholder Approval, if applicable, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, subject to, in have been duly and validly authorized by all necessary corporate action on the case part of the consummation Company, and no other corporate proceedings on the part of the Merger and Company are necessary to authorize this Agreement or to consummate the other transactions contemplated hereby hereby, other than, with respect to the Merger, (i) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, Company Shareholder Approval and (ii) the approval filing of the issuance Statement of shares of Series C Common Stock in connection Merger with the Merger as contemplated by this Agreement by the affirmative vote Department of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)State. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes the Company and, assuming this Agreement is a valid and binding agreement obligation of Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Enforceability Exception. As .
(b) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.8, the affirmative vote of at least a majority of the outstanding Shares entitled to vote thereon on the record date of the Company Shareholders’ Meeting, voting together as a single class (the “Company Shareholder Approval”), is the only vote of the holders of any class or series of the Company’s Equity Interests necessary to adopt this Agreement.
(c) The Company Board has, on the board of directors of Parent has unanimously by those voting terms and subject to the conditions set forth herein, unanimously: (i) (A) determined resolved that the terms of this Agreement, the Merger Agreement and the other transactions contemplated hereby hereby, including the Merger, are fair to, to and in the best interests of, Parent of the Company and its stockholders, the Company Shareholders; (Bii) approved and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the PBCL; and (Ciii) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger Company Shareholders adopt this Agreement (the “Parent Company Board Recommendation”) and directed ); provided, however, that such matter recommendation was made subject to the understanding that it may be submitted for consideration withheld, withdrawn, qualified or modified in compliance with the terms of Section 5.2.
(d) The Company Board has received the opinion of Xxxxxx Xxxxxxx & Co. LLC (the “Company Financial Advisor”), financial advisor to the Company, to the effect that, as of the stockholders date of Parent at such opinion, the Parent Stockholders MeetingMerger Consideration to be received by the Company Shareholders pursuant to this Agreement is fair from a financial point of view to the Company Shareholders, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.
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Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to enter into and has taken all corporate action necessary in order deliver this Agreement and, subject to executereceipt of the Company Stockholder Approvals, deliver and to perform its obligations under this Agreement hereunder and to consummate the Merger, subject to, in transactions contemplated herein. The execution and delivery of this Agreement by the case of Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize this Agreement or to consummate the transactions contemplated herein, subject, in the case of the Merger, to the Company Stockholder Approvals and the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by each of the Parent Parties, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) The Special Committee has been duly constituted and at a meeting duly called and held has unanimously (i) determined that the approval transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of the Company’s stockholders (other than Parent and its Affiliates) and (ii) recommended that the Company Board adopt resolutions approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, and recommending (subject to Section 5.3) that the Company’s stockholders adopt this Agreement (the “Special Committee Recommendation”).
(c) At a meeting duly called and held, the Company Board, based on the Special Committee Recommendation, has (i) determined that this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the board of directors of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, to and in the best interests of, of the Company’s stockholders (other than Parent and its stockholdersAffiliates), (Bii) approved and declared advisable this Agreement and the transactions contemplated hereby and declared this Agreement advisable and (Ciii) resolved to recommend (subject to Section 6.3, resolved to recommend 5.3) that Parent the Company’s stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger adopt this Agreement (the “Parent Company Board Recommendation” and, together with the Special Committee Recommendation, the “Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders Meeting).
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Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under enter into this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) by, and to perform its obligations under, this Agreement, subject, in the approval case of the Merger, to receipt of the Company Requisite Vote. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby hereby, including the Merger, have been duly authorized and approved by all necessary corporate action and no other corporate, company, limited partnership or other action on the holders part of the Company is necessary other than the receipt of the affirmative vote of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent the Company Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Company Requisite Vote”). This Agreement has been duly executed and delivered by Parent the Company and, assuming the due execution and Merger Sub and delivery by each of the other parties hereto, constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. ”).
(ii) As of the date hereof, the Company Board has, by resolutions duly adopted at a meeting duly called and held, which resolutions have not been rescinded, modified or withdrawn as of the time of the execution and delivery of this Agreement, the board by unanimous vote of those directors of Parent has unanimously by those present and voting (i) (A1) determined that the terms of this Agreement, the Merger and the other transactions contemplated hereby are is fair to, and in the best interests of, Parent the Company and its stockholdersshareholders, (B) adopted and approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby hereby, and (C) has resolved, subject to Section 6.36.2, resolved to recommend that Parent stockholders vote in favor approval of this Agreement and the issuance transactions contemplated hereby, including the Merger, to the holders of shares of Series C Company Common Stock in connection with the Merger (the “Parent Company Recommendation”) and (2) directed that such matter this Agreement be submitted to the holders of Company Common Stock for consideration of the stockholders of Parent their adoption at the Parent Stockholders Meetinga shareholders’ meeting duly called and held for such purpose.
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Corporate Authority and Approval. Each of Parent SPX and Merger Sub the Other SPX Sellers has all requisite corporate power and authority to enter into, deliver and has taken perform its obligations under, this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. SPX and each of its Affiliates have all requisite corporate action necessary in order or other similar power, as the case may be, and authority to executeenter into, deliver and perform its obligations under the other agreements, documents and instruments to be executed and delivered by them in connection with this Agreement and the Ancillary Agreements and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each of SPX and the Other SPX Sellers, the performance by each of SPX and the Other SPX Sellers of its obligations hereunder and thereunder, and the consummation by each of SPX and the Other SPX Sellers of the transactions contemplated hereby by and thereby, and the holders execution, delivery and performance of a majority of all the votes entitled other agreements, documents and instruments to be cast thereon executed and delivered in connection with this Agreement or the Ancillary Agreements by holders SPX and its Affiliates which are a party thereto and the consummation of shares the transactions contemplated thereby, have been duly authorized by all requisite corporate or similar action on the part of Series A Preferred Stock, and (ii) the each such Person. No vote or approval of the issuance stockholders of shares of Series C Common Stock in connection with the Merger as contemplated by SPX is required for SPX to enter into, deliver or perform its obligations under this Agreement by or the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)Ancillary Agreements. This Agreement has been duly executed and delivered by Parent each of SPX and Merger Sub the Other SPX Sellers and (assuming the valid authorization, execution, and delivery of this Agreement by GE and GE Canada) constitutes a legal, valid and binding agreement obligation of Parent each of SPX and Merger Sub, the Other SPX Sellers enforceable against Parent and Merger Sub such Person in accordance with its terms, subject except to the Bankruptcy extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and Equity Exceptionto general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). As The Tax Matters Agreement has been duly executed and delivered by SPX and its Affiliates which are a party thereto and (assuming the valid authorization, execution, and delivery of the date Tax Matters Agreement by GE and the Purchasing Entities which are a party thereto) constitutes a legal, valid and binding obligation of this Agreementeach of SPX and its Affiliates which are a party thereto, enforceable against each such Person in accordance with its terms, except to the board extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to general principles of directors equity (regardless of Parent has unanimously by those voting (i) (A) determined that the terms of this Agreement, the Merger whether enforcement is considered in a proceeding in equity or at law). The Ancillary Agreements and the other transactions contemplated hereby are fair toagreements, documents and in the best interests of, Parent instruments to be executed and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) subject to Section 6.3, resolved to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock delivered in connection with this Agreement or the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent Ancillary Agreements at the Parent Stockholders MeetingClosing will be duly executed and delivered by SPX and its Affiliates which are a party thereto and (assuming, if applicable, the valid authorization, execution, and delivery thereof by the other parties thereto) will constitute the legal, valid and binding obligations of SPX and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
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Corporate Authority and Approval. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in Merger and the case other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (i) the approval of by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby other than, with respect to the consummation of the Merger, the adoption of this Agreement by the holders of a majority of all the votes outstanding Shares entitled to be cast thereon by holders of shares of Series A Preferred Stock, vote on such matter at a stockholders’ meeting duly called and held for such purpose (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Company Vote”). This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. As of ”).
(b) On or prior to the date of this Agreement, the board Company Board (upon the unanimous recommendation of the Transaction Committee of the Board of Directors) has, at a meeting duly called and held in which all directors of Parent has were present, unanimously adopted resolutions by those voting a unanimous vote (i) (A) determined that the terms of approving this Agreement, (ii) declaring this Agreement and the Merger fair and advisable and directing that this Agreement be submitted to the other transactions contemplated hereby are fair toCompany’s stockholders for their adoption, and (iii) recommending to the holders of Shares that they vote in favor of adopting this Agreement in accordance with the best interests ofterms hereof (the “Company Recommendation”), Parent which resolutions, subject to Section 5.2, have not been subsequently withdrawn or modified in a manner adverse to Parent.
(c) The Transaction Committee of the Board of Directors has unanimously recommended that the Company adopt and its stockholders, (B) approved and declared advisable approve this Agreement and the transactions contemplated hereby hereby, including the Merger, which determination and (C) recommendation, subject to Section 6.35.2, resolved have not been subsequently withdrawn or modified in a manner adverse to recommend that Parent stockholders vote in favor of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders MeetingParent.
Appears in 1 contract
Samples: Merger Agreement (BWAY Holding CO)
Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Offer and the Merger, subject to, in the case of only to the consummation of the Offer in accordance with the terms hereof and assuming the accuracy of Parent’s and Purchaser’s representations and warranties set in forth Section 5.2(i) (No Ownership of Company Common Stock) and that the Merger and the other transactions contemplated hereby (iis consummated in accordance with Section 251(h) the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)DGCL. This Agreement has been duly executed and delivered by the Company and (assuming the due and valid execution hereof by Parent and Merger Sub and Sub) constitutes a valid and binding agreement of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). As of On or prior to the date of this Agreement, the board of directors of Parent the Company has unanimously by those voting (i) (A) determined that it is in the best interests of the Company and its stockholders to enter into this Agreement, (ii) approved the execution and delivery of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (iii) declared advisable this Agreement and the transactions contemplated hereby, (iv) subject to Section 6.2 and the terms and conditions of this Agreement, resolved to recommend the holders of Shares accept the Offer by tendering their Class A Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”).
(ii) Assuming (i) the satisfaction of the Minimum Condition, (ii) the absence of any amendment, modification or other change to the DGCL or this Agreement that would render Section 251(h) of the DGCL inapplicable to this Agreement and (iii) the accuracy of Parent’s and Purchaser’s representations and warranties set in forth Section 5.2(i) (No Ownership of Company Common Stock), no vote of the holders of any class or series of capital stock of the Company or any of its Subsidiaries is necessary to adopt this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby are fair to, and in under the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement applicable Laws of the State of Delaware and the transactions contemplated hereby Company and each of its Subsidiaries certificate of incorporation or bylaws (Cor comparable governing documents).
(iii) subject The Company is not party to Section 6.3, resolved any “poison pill” rights plan or similar plan or agreement relating to recommend that Parent stockholders vote in favor any shares of capital stock or other equity interests of the issuance of shares of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders MeetingCompany.
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Corporate Authority and Approval. Each of Parent and Merger Sub (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) the approval hereby, subject only to adoption of this Agreement and the transactions contemplated hereby by the holders of a majority of all the votes outstanding shares of Common Stock entitled to be cast thereon by holders of shares of Series A Preferred Stock, vote on such matter at a stockholders’ meeting duly called and held for such purpose (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Company Vote”)) and to perform its obligations hereunder and to consummate the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the authorization, execution and delivery hereof by Parent and Merger Sub and Sub, constitutes a valid and binding agreement of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles (the “Bankruptcy and Equity Exception. As ”).
(ii) The Company Board, at a duly held meeting by a unanimous vote of the date of this Agreement, the board of all directors of Parent has unanimously by those voting (i) (A) determined that the terms of Merger is fair to, and in the best interests of, the Company and its stockholders and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, (B) approved this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Parent and its stockholders, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) resolved, subject to Section 6.36.2, resolved to recommend that Parent stockholders vote in favor the adoption and approval of this Agreement to the issuance holders of shares of Series C Common Stock in connection with the Merger (such recommendation, the “Parent Company Recommendation”) and ). The Company Board has directed that such matter this Agreement be submitted to the holders of Common Stock for consideration their adoption and approval at the Stockholders Meeting. Assuming the representations and warranties of Parent and Merger Sub set forth in Section 5.2(i) are true and correct, the only vote of the stockholders of Parent at the Parent Stockholders MeetingCompany required to adopt this Agreement and approve and consummate the Merger and transactions contemplated hereby is the Requisite Company Vote, and the Company Board has taken all necessary actions so that any restrictions in Takeover Statutes are not applicable to the Company, Parent, Merger Sub or this Agreement, the Merger or the other transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
Corporate Authority and Approval. (a) Each of Parent SRA and Merger SRA Operating Sub has have all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver, deliver and perform its obligations under under, this Agreement and each Transaction Agreement and to consummate the Merger, subject to, in the case of the consummation of the Merger Mergers and the other transactions contemplated hereby (i) the approval by this Agreement and each Transaction Agreement. The execution, delivery and performance of this Agreement and each Transaction Agreement by each of SRA and SRA Operating Sub and the consummation of the Mergers each of SRA and SRA Operating Sub and the other transactions contemplated by this Agreement and the Transaction Agreements have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of SRA and SRA Operating Sub and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by the holders of a majority of all the votes entitled to be cast thereon by holders of shares of Series A Preferred Stock, and (ii) the approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the votes cast with respect to such approval (collectively, the “Parent Requisite Vote”)other than those that have already been received. This Agreement has been duly executed and delivered by Parent SRA and Merger SRA Operating Sub and constitutes a valid and binding agreement of Parent SRA and Merger Sub, SRA Operating Sub and enforceable against Parent and Merger Sub the same in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exception. As similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) On or prior to the date of this Agreement, the board SRA Board of directors of Parent has Directors have duly and unanimously by those voting adopted resolutions: (i) (A) determined determining that the Mergers, on the terms of this Agreementand subject to the conditions set forth herein, the Merger and the other transactions contemplated hereby are fair to, and in the best interests ofof SRA and SRA Operating Sub; (ii) approving and declaring advisable this Agreement and the Mergers and the other transactions contemplated hereby; (iii) authorizing and approving the execution, Parent delivery and its stockholders, (B) approved and declared advisable performance of this Agreement and the transactions contemplated hereby hereby; and (Civ) subject recommending adoption of this Agreement to Section 6.3the holders of shares or membership interests, resolved to recommend that Parent stockholders vote in favor as applicable, which resolutions, as of the issuance date hereof, have not been withdrawn or modified in a manner adverse to SRA.
(c) On or prior to the date of shares this Agreement, the Enumerated SRA Stockholders have duly adopted this Agreement. No other approval by holders of Series C Common Stock in connection with the Merger (the “Parent Recommendation”) and directed that such matter be submitted for consideration any class or series of the stockholders equity interest of Parent at the Parent Stockholders MeetingSRA or SRA Operating Sub is required to adopt or approve this Agreement under applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sra International, Inc.)