Merger Sub Stockholder Consent Sample Clauses

Merger Sub Stockholder Consent. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting this Agreement.
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Merger Sub Stockholder Consent. Promptly following the execution and delivery of this Agreement (but in any event within 24 hours of the date of this Agreement), the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent simultaneously to the Company) a written consent approving this Agreement and the Merger in accordance with the NRS and the organizational documents of Merger Sub (such adoption and approval, the “Merger Sub Stockholder Approval”).
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Merger Sub Stockholder Consent. Immediately after the execution of this Agreement, Nextracker shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Merger Sub, a written consent approving the Merger and adopting this Agreement (the “Merger Sub Stockholder Consent”). The Merger Sub Stockholder Consent shall not be modified or rescinded.
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Merger Sub Stockholder Consent. Section 3.3(a) MGOP....................................................................... Section 3.22 MGOPB...................................................................... Section 3.22 NASDAQ..................................................................... Section 2.3(c) Net Cash Proceeds.......................................................... Section 3.25 NYSE....................................................................... Section 3.5(d) Nonqualified Plan.......................................................... Section 6.21(b) OTC Bulletin Board......................................................... Section 3.3(c) Partners...................................................................
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Merger Sub Stockholder Consent. The Merger Sub Stockholder Consent shall have been obtained.
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Merger Sub Stockholder Consent. Immediately following the execution and delivery of this Agreement by each of the parties hereto, Intermediate Holdco shall duly execute and deliver a written consent duly adopting this Agreement and the transactions contemplated hereby in accordance with the DGCL and the certificate of incorporation and bylaws of Merger Sub.
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Merger Sub Stockholder Consent. Promptly (but in any event within two (2) Business Days) after the execution and delivery of this Agreement by the Parties, Merger Sub will obtain in accordance with the DGCL the written consent of the Purchaser, as Merger Sub’s sole stockholder, approving Merger Sub’s entry into this Agreement and the Ancillary Documents to which Merger Sub is or is required to be a party, the consummation of the transactions contemplated hereby and thereby and the performance by Xxxxxx Sub of its obligations hereunder and thereunder (the “Merger Sub Written Consent”), and deliver a copy of the Merger Sub Written Consent to the Company.
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Related to Merger Sub Stockholder Consent

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

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

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

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