Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (PhenomeX Inc.), Agreement and Plan of Merger (CDK Global, Inc.), Agreement and Plan of Merger (Dover Motorsports Inc)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Lewis & Clark Ventures I, LP), Agreement and Plan of Merger (Sagrera Ricardo A.), Agreement and Plan of Merger (RiverRoad Capital Partners, LLC)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote on the adoption of this Agreement by the stockholders holders of the Companyshares of Company Common Stock. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become become, and that the Merger shall become, effective as soon as practicable following the consummation (within the meaning of Section 251(h251(h)(6) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Morphic Holding, Inc.), Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote on the adoption of this Agreement by the stockholders holders of the Companyshares of Company Common Stock. The parties agree to take all necessary and appropriate action to cause the Merger to become become, and that the Merger shall become, effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Dermira, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, Offer without a vote meeting of the stockholders of the Company Company, in accordance with Section 251(h) of the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Miromatrix Medical Inc.), Agreement and Plan of Merger (Jounce Therapeutics, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote on the adoption of this Agreement by the holders of shares of the stockholders of the CompanyCompany Common Stock. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become become, and that the Merger shall become, effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (GenMark Diagnostics, Inc.), Agreement and Plan of Merger (Amag Pharmaceuticals, Inc.), Agreement and Plan of Merger (Spark Therapeutics, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties Parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Rentals, Inc.), Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties Parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Planet Payment Inc)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties Parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Amplify Snack Brands, INC), Agreement and Plan of Merger (Hershey Co)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals PLC), Agreement and Plan of Merger (Celator Pharmaceuticals Inc)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote on the adoption of this Agreement by the holders of shares of the stockholders of the CompanyCompany Common Stock. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become become, and that the Merger shall become, effective as soon as practicable following the consummation (within the meaning of Section 251(h251(h)(6) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NGM Biopharmaceuticals Inc), Agreement and Plan of Merger (Pardes Biosciences, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders Stockholders (or of the any other class of Company Capital Stock) in accordance with Section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Athlon Energy Inc.), Agreement and Plan of Merger (Encana Corp)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree Parent, HoldCo, Merger Sub and the Company each agrees to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steinhoff International Holdings N.V.), Agreement and Plan of Merger (Mattress Firm Holding Corp.)
Merger Without Meeting of Stockholders. The Merger shall will be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to hereto will take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the OfferOffer Acceptance Time, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anadigics Inc), Agreement and Plan of Merger (Anadigics Inc)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the OfferOffer (but in any event within one (1) business day of the date on which the Offer Acceptance Time occurs), without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altair Engineering Inc.), Agreement and Plan of Merger (Datawatch Corp)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the OfferOffer Acceptance Time, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onvia Inc), Agreement and Plan of Merger (Rightside Group, Ltd.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section section 251(h) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hittite Microwave Corp)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, Offer without a vote meeting of the stockholders of the Company Company, in accordance with Section 251(h) of the DGCL.. Section 2.6
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties Parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Priceline Group Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.. 2.5
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall will be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the CompanyExa. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company Exa in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to Parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the OfferOffer Acceptance Time, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cogentix Medical Inc /De/)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pitney Bowes Inc /De/)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to shall take all necessary and appropriate action to cause the Merger to become be effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCLDGCL as soon as practicable following the Acceptance Time. The parties shall use reasonable best efforts 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 1 contract
Samples: Agreement and Plan of Merger (Goodrich Petroleum Corp)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties Parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.)
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) (but in any event within one (1) business day) of the Offerdate on which the Offer Acceptance Time occurs, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCLDGCL unless a Triggering Event occurs, without a vote in which case, the Merger shall be governed by Section 253 of the stockholders of the CompanyDGCL. The parties agree to Parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the OfferOffer Acceptance Time, without a vote meeting of the stockholders of the Company in accordance with Section 251(h) of the DGCL or, following a Triggering Event, Section 253 of the DGCL.
Appears in 1 contract
Merger Without Meeting of Stockholders. The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company Company, in accordance with Section 251(h) of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.)
