Common use of No Vote of Parent Stockholders; Required Approval Clause in Contracts

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement or to approve the Merger or the other transactions contemplated by this Agreement. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 18 contracts

Samples: Merger Agreement (Brightcove Inc), Merger Agreement (Tzuo Tien), Merger Agreement (Zuora Inc)

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No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent or a wholly owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which vote shall be taken or consent shall be given immediately following the execution and delivery of this Agreement.

Appears in 5 contracts

Samples: Merger Agreement (Medicines Co /De), Merger Agreement (Goldfield Corp), Merger Agreement (Goldfield Corp)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent or a wholly-owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Ariad Pharmaceuticals Inc), Merger Agreement (Daegis Inc.), Merger Agreement (Actuate Corp)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent or a wholly owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (NCR Corp), Merger Agreement (JetPay Corp), Merger Agreement (Cdi Corp)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement or to approve the Merger or the other transactions contemplated by this Agreement. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately promptly following the execution and delivery of this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Del Taco Restaurants, Inc.), Merger Agreement (Jack in the Box Inc /New/), Merger Agreement (Del Taco Restaurants, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement or the CVR Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent or a wholly-owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement and the CVR Agreement, which vote shall be taken or consent shall be given immediately following the execution and delivery of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt or approve this Agreement or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent Parent’s applicable Subsidiary as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to adopt or approve this Agreement or the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this AgreementTransactions.

Appears in 2 contracts

Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Chuy's Holdings, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Odyssey Healthcare Inc), Merger Agreement (Gentiva Health Services Inc)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Offer, Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent as the sole stockholder of Merger Sub Purchaser is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementMerger. The vote or consent of Parent or a wholly owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Endurance International Group Holdings, Inc.), Merger Agreement (Constant Contact, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent or a wholly-owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which vote shall be taken or consent shall be given immediately following the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Bioverativ Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or HoldCo or the holders of any other securities of Parent or HoldCo (equity or otherwise) is necessary to adopt approve this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this Agreementhereby. The vote or consent of Parent HoldCo as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Zoll Medical Corp)

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No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement or to approve the Merger or the other transactions contemplated by this Agreementhereby. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (USMD Holdings, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Heritage-Crystal Clean, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement or to approve the Merger or the other transactions contemplated by this Agreement. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.Parent

Appears in 1 contract

Samples: Merger Agreement (Lionbridge Technologies Inc /De/)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions, except for any such consent that has already been obtained. The vote or consent of a wholly-owned subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (True Religion Apparel Inc)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall has been obtained or will be given immediately following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Advance America, Cash Advance Centers, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent or Ultimate Parent (equity or otherwise) is necessary to adopt this Agreement Agreement, or to approve the Merger or the other transactions contemplated by this AgreementTransactions. The vote or consent of Parent or a wholly-owned Subsidiary of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Monster Worldwide, Inc.)

No Vote of Parent Stockholders; Required Approval. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Subsidiaries (other than Merger Sub) or the holders of any other securities of Parent or such Subsidiaries (equity or otherwise) is necessary to adopt this Agreement or to approve the Merger or the other transactions contemplated by this Agreement. The vote or consent of Parent as the sole stockholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and adopt this Agreement, which consent shall be given immediately following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

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