Merger Approvals Sample Clauses

Merger Approvals. All Merger Approvals required to consummate the transactions contemplated hereby shall have been obtained.
Sample 1
AutoNDA by SimpleDocs
Merger Approvals. Pursuant to Article 15(5) in conjunction with Article 4(14) of the Act of 16 February 2007 on Competition and Consumer Protection (consolidated act, Dziennik Ustaw of 2021, item 275), since the Companies are entities within the same capital group, the Merger does not constitute a concentration required to be mandatorily disclosed to the President of the Office of Competition and Consumer Protection. The Merger of the Companies indicated in this Merger Plan constitutes a part of the consolidation process of ACTION S.A. Capital Group.
Sample 1
Merger Approvals. The Mergers shall have been approved and this Agreement shall have been adopted by the (i) Requisite Member Approval and (ii) the Blocker's Requisite Approval of each Blocker.
Sample 1
Merger Approvals. (a) As soon as practicable after the execution and delivery of this Agreement, CMP shall (i) take all action necessary in accordance with the VSCA and CMP’s certificate of incorporation and bylaws to duly call and hold a meeting of the Stockholders to consider the adoption of this Agreement and the approval of the Corp Merger and the other transactions contemplated hereby (the “Stockholder Matters”), (ii) recommend to the Stockholders that they vote in favor of the Stockholder Matters and (iii) use its reasonable best efforts to secure the vote of Stockholders holding at least two‑thirds of the outstanding shares of Common Stock in favor of the Stockholder Matters (the “Stockholder Approval”). (b) As soon as practicable after the execution and delivery of this Agreement, FMFH shall (i) take all action necessary in accordance with the VLLCA, the Operating Agreement and FMFH’s certificate of formation to duly call and hold a meeting of the Unitholders to consider ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. the adoption of this Agreement and the approval of the LLC Merger and the other transactions contemplated hereby (the “Unitholder Matters”), (ii) recommend to the Unitholders that they vote in favor of the Unitholder Matters and (iii) use its reasonable best efforts to secure the vote of Unitholders holding at least two‑thirds of the outstanding Units in favor of the Unitholder Matters (the “Unitholder Approval” and, together with the Stockholder Approval, the “Merger Approvals”). (c) Immediately following the execution and delivery of this Agreement, Buyer, as the sole stockholder of Merger Sub Corp and as the sole member of Merger Sub LLC, shall adopt this Agreement and approve the Mergers and the other transactions contemplated hereby in accordance with the VSCA and VLLCA, as applicable, Merger Sub Corp’s certificate of incorporation and bylaws and Merger Sub LLC’s certificate of formation and operating agreement.
Sample 1

Related to Merger Approvals

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

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

  • Prior Approvals This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations.

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

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

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

  • Lender Approvals Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders with respect to any matter that is the subject of this Agreement, the other Financing Documents may be granted or withheld by Agent and Lenders in their sole and absolute discretion and credit judgment.

  • Antitrust Approvals All terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act and any other Antitrust Laws, shall have occurred and all other notifications, consents, authorizations and approvals required to be made or obtained from any Governmental Entity under any Antitrust Law shall have been made or obtained for the transactions contemplated by this Agreement.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Corporate Approvals The Company represents and warrants that the execution of this Agreement by its corporate officer named below has been duly authorized by the Board of Directors of the Company, is not in conflict with any Bylaw or other agreement and will be a binding obligation of the Company, enforceable in accordance with its terms.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!