Merger Without Meeting of Stockholders. If at any time after the Acceptance Date, Parent and its Affiliates shall own at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of stockholders of the Company in accordance with Section 253 of Delaware Law.
Appears in 6 contracts
Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)
Merger Without Meeting of Stockholders. If If, at any time after the Acceptance Date, Parent, Merger Sub and any other Subsidiary of Parent and its Affiliates shall collectively own at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected effective as soon as practicable without a meeting of stockholders of the Company in accordance with Section 253 of Delaware Law.
Appears in 3 contracts
Samples: Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc)
Merger Without Meeting of Stockholders. If If, at any time after the Acceptance DateTime, Parent, Merger Subsidiary and any other Subsidiary of Parent and its Affiliates shall collectively own at least 90% of the outstanding Sharesshares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under Applicable Law (the “Short Form Threshold”), the parties shall take all necessary and appropriate action to cause the Merger to be effected effective as soon as practicable without a meeting of stockholders of the Company in accordance with Section 253 of Delaware Law.
Appears in 2 contracts
Samples: Merger Agreement (DG FastChannel, Inc), Merger Agreement (MediaMind Technologies Inc.)
Merger Without Meeting of Stockholders. If If, at any time after the Acceptance Date, Parent, Merger Sub and any other Subsidiary of Parent and its Affiliates shall collectively own at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected effective as soon as practicable without a meeting of stockholders of the Company in accordance with Section 253 92A.180 of Delaware Nevada Law.
Appears in 2 contracts
Samples: Merger Agreement (Emergent Group Inc/Ny), Merger Agreement (Universal Hospital Services Inc)
Merger Without Meeting of Stockholders. If If, at any time after the Acceptance Date, Parent Parent, Merger Subsidiary and its their Affiliates shall collectively own at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of stockholders of the Company in accordance with Section 253 of Delaware Law.
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