Common use of Merger Without Meeting of Stockholders Clause in Contracts

Merger Without Meeting of Stockholders. The parties shall take all necessary and appropriate action to cause the Merger to be effective without a meeting of stockholders of the Company in accordance with Section 251(h) of Delaware Law as soon as practicable following the Acceptance Time. The parties agree to take all necessary and appropriate action to cause the Shares accepted for payment pursuant to the Offer to be transferred to (and registered in the name of) Merger Sub as soon as practicable after the Acceptance Time and prior to the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Santander Holdings USA, Inc.), Merger Agreement (Santander Holdings USA, Inc.), Merger Agreement (Santander Consumer USA Holdings Inc.)

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Merger Without Meeting of Stockholders. The parties shall take all necessary and appropriate action to cause the Merger to be effective without a meeting of stockholders of the Company in accordance with Section 251(h) of Delaware Law as soon as practicable following the Acceptance Time. The parties agree to take all necessary and appropriate action to cause the Shares accepted for payment pursuant to the Offer to be transferred to (and registered in the name of) Merger Sub as soon as practicable after the Acceptance Time and prior to the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc), Merger Agreement (AdvancePierre Foods Holdings, Inc.)

Merger Without Meeting of Stockholders. The parties Merger shall be governed by, and effected pursuant to, Section 251(h) of Delaware Law. The Parties shall take all actions necessary and appropriate action to cause the Merger to be effective effective, without a meeting of the stockholders of the Company Company, in accordance with Section 251(h) of Delaware Law Law, as soon as practicable following the Acceptance Time. The parties agree to take all necessary and appropriate action to cause the Shares accepted for payment pursuant to the Offer to be transferred to (and registered in the name of) Merger Sub as soon as practicable after the Acceptance Time and prior to the Effective TimeClosing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sonic Financial Corp), Merger Agreement (Speedway Motorsports Inc)

Merger Without Meeting of Stockholders. The Merger shall be governed by Section 251(h) of Delaware Law. The parties shall take all necessary and appropriate action to cause the Merger to be effective effective, without a meeting of stockholders of the Company in accordance with Section 251(h) of Delaware Law Law, as soon as practicable following the Acceptance TimeOffer Closing Date. The parties agree to take all necessary and appropriate action to cause the Shares accepted for payment pursuant to the Offer to be transferred to (and registered in the name of) Merger Sub Subsidiary as soon as practicable after the Acceptance Time Offer Closing Date and prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Roche Holding LTD), Merger Agreement (Foundation Medicine, Inc.)

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Merger Without Meeting of Stockholders. The parties shall take all necessary and appropriate action to cause the Merger to be effective without a meeting of stockholders of the Company in accordance with Section 251(h) of Delaware Law as soon as practicable on or following the Acceptance TimeDate. The Prior to the initial expiration date for the Offer, Parent shall transfer or cause to be transferred to Merger Subsidiary all Shares owned of record or beneficially by Parent or any of its other Subsidiaries and the parties agree to take all necessary and appropriate action required to cause the Shares accepted for payment pursuant to the Offer such shares to be transferred to (and registered in the name of) held of record by Merger Sub as soon as practicable after the Acceptance Time and Subsidiary prior to the Effective TimeAcceptance Date.

Appears in 2 contracts

Samples: Merger Agreement (NPS Pharmaceuticals Inc), Merger Agreement (Shire Pharmaceutical Holdings Ireland Ltd.)

Merger Without Meeting of Stockholders. The parties Parties shall take all necessary and appropriate action to cause the Merger to be effective without a meeting of stockholders of the Company in accordance with Section 251(h) of Delaware Law as soon as practicable following the Acceptance Time. The parties agree to take all necessary and appropriate action to cause consummation of the Shares accepted for payment pursuant to the Offer to be transferred to (and registered in the name of) Merger Sub as soon as practicable after the Acceptance Time and prior to the Effective TimeOffer.

Appears in 1 contract

Samples: Merger Agreement (Inventure Foods, Inc.)

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