Merger Approval Clause Samples

Merger Approval. The only vote of the holders of any class or series of capital stock or other securities of the Company or any other Acquired Company required to adopt this Agreement and approve the Transactions is the Company Required Vote.

Merger Approval. Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition, no vote of the holders of any class or series of the Company’s capital stock will be required in order to adopt this Agreement, and the Merger may be effected under Section 251(h) of the DGCL without any such vote.

Merger Approval the Merger Agreement has been approved by the Minimum Number of Shares at a meeting of WCP's stockholders duly called and held prior to the Merger Date;

Merger Approval. The Settling Parties agree that the Proposed Transaction is consistent with Connecticut law and the public interest. This Settlement Agreement is contingent upon the Authority’s simultaneous approval of this Settlement Agreement and the Proposed Transaction on or before April 2, 2012.

Merger Approval. The Company will use its commercially reasonable efforts to obtain the consent of its shareholders to the Merger. Provided that O▇▇▇ ▇▇▇ and A▇▇▇▇ ▇▇▇▇▇▇ vote their Ordinary Shares in favor of the Merger, it shall not be a default by Company or an Event of Default as defined in the Debenture if fewer than 80% of Company’s shareholders do not approve the Merger, in which case, the Company may elect not to close the Merger and in such case the Purchasers or anyone acting on their behalf shall not have any demand, claim or right against the Company, its shareholders, officers, directors, employees, advisors and representatives as a result of the failure to obtain such approval.

Merger Approval. Other than the Company Stockholder Approval, no vote of the holders of any class or series of the Company’s capital stock will be required in order to adopt this Agreement and to consummate the Transactions, including the Merger.

Merger Approval. MGA Holdco shall take all necessary actions, including in accordance with applicable law and the MGA Holdco Constitutional Documents, to duly call, give notice of, convene, and hold a meeting of its shareholder prior to Structure Step 32 (which, immediately prior to Structure Step 31, will be FIHL as the sole shareholder of MGA Holdco) for the purposes of obtaining the MGA Holdco Merger Approval, as soon as reasonably practicable after the date of this Agreement (the “MGA Holdco Shareholder Meeting”).

Merger Approval. Seller and Buyer hereby warrant and represent that each has duly called, noticed and held a meeting of their respective shareholders entitled to vote to approve the Merger under the Nevada corporation law ("Nevada Law") and the Florida Business Corporation Act, as amended (the "Florida Law") respectively.

Merger Approval. This Agreement, and the transactions contemplated hereby, including without limitation, the PIPE, shall have been duly approved and adopted by the requisite vote of the respective stockholders of Merger Sub, SIGA and Pharmathene in accordance with the GCL and the requirements of Nasdaq.