No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 12 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.), Merger Agreement (Cardionet Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (ProSight Global, Inc.), Agreement and Plan of Merger (Envision Healthcare Corp), Agreement and Plan of Merger (Saks Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent Parent, or the holders of any other securities of Parent (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent formation or the applicable rules limited liability company agreement of any exchange on which securities of Parent are tradedParent, in order for Parent to consummate the Merger or effect the Financing. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any securities of Merger Sub necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Image Entertainment Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyby this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Goodman Global Inc), Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent or any of its Affiliates (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyby this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are traded, the Nasdaq in order for Parent to issue shares of Parent Common Stock pursuant to the terms of this Agreement or to consummate the transactions contemplated herebyMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dollar Tree Inc), Agreement and Plan of Merger (Family Dollar Stores Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules Certificate or Articles of any exchange on which securities Incorporation or bylaws, or similar organizational or charter documents, of Parent are tradedParent, in order for Parent to consummate the transactions contemplated herebyby this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp), Agreement and Plan of Merger (Industrial Distribution Group Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are traded, the NYSE in order for Parent to issue shares of Parent Common Stock pursuant to the terms of this Agreement or to consummate the transactions contemplated herebyMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Stanton John W), Agreement and Plan of Merger (Western Wireless Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation Parent Charter or by-laws or other equivalent organizational documents of Parent Bylaws or the applicable rules of any exchange on which securities of Parent are traded, the NYSE in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger and the Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Clarcor Inc.)
No Vote of Parent Stockholders. No Except as set forth on Section 4.09 of the Parent Disclosure Schedule, no vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents Organizational Documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Galaxy Dream Corp), Agreement and Plan of Merger (Rc2 Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation Parent Certificate or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order Bylaws for Parent to consummate the transactions contemplated herebyTransactions, including the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keypath Education International, Inc.), Agreement and Plan of Merger (Trean Insurance Group, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent or Ultimate Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or Ultimate Parent or the applicable rules of any exchange on which securities of Parent or Ultimate Parent are traded, in order for Parent or Ultimate Parent to consummate the transactions contemplated herebyTransactions. For purposes of this Section 4.9, “Parent” or “Ultimate Parent” also includes the equity holders of, or parent company of, Parent or Ultimate Parent, as applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oak Street Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are traded, the New York Stock Exchange in order for Parent to issue shares of Parent Common Stock pursuant to the terms of this Agreement or to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conversant, Inc.), Agreement and Plan of Merger (Alliance Data Systems Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Advo Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, Law or the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or in connection with the applicable rules consummation of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Fortress Biotech, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate articles of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyby this Agreement. For purposes of this Section 5.11, “Parent” also includes the equity holders of, or parent company of, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (McAfee Corp.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or Xxxxxx, Inc., or the holders of any other securities of Parent or Xxxxxx, Inc. (equity or otherwise) is required by any applicable Law, Law or the certificate articles of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are tradedXxxxxx, Inc., in order for Parent and Merger Sub to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, Law or the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or in connection with the applicable rules consummation of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/), Agreement and Plan of Merger (Kofax LTD)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate or articles of incorporation or by-laws bylaws (or other equivalent organizational documents charter documents) of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opto Circuits (India) LTD), Agreement and Plan of Merger (Criticare Systems Inc /De/)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Eagle Test Systems, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or any of its affiliates or the holders of any other securities of Parent or any of its affiliates (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or any of its affiliates or the applicable rules of the any exchange on which securities of Parent or any of its affiliates are traded, in order for Parent or any of its affiliates to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (Synthetech Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, Law or the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or in connection with the applicable rules consummation of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MWI Veterinary Supply, Inc.), Agreement and Plan of Merger (Amerisourcebergen Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent Governing Documents or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
No Vote of Parent Stockholders. No vote or consent of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Lawlaw, or the certificate of incorporation or by-laws or other equivalent organizational documents of Parent in connection with the Merger or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the other transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or any of its affiliates or the holders of any other securities of Parent or any of its affiliates (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or any of its affiliates or the applicable rules of the any exchange on which securities of Parent or any of its affiliates are traded, in order for Parent or any of its affiliates to consummate the transactions contemplated herebyMerger or effect the Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Dow Chemical Co /De/)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation Parent Charter or by-laws or other equivalent organizational documents of Parent Bylaws or the applicable rules of any exchange on which securities of Parent are traded, Nasdaq in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Yatra Online, Inc.), Merger Agreement (Ebix Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or any of its Affiliates or the holders of any other securities of Parent or any of its Affiliates (equity or otherwise) ), is required by any applicable Law, the certificate Certificate of incorporation Incorporation or by-laws or other equivalent organizational documents Bylaws of Parent or any of its Affiliates or the applicable rules of any exchange on which securities of Parent or any of its Affiliates are traded, in order for Parent or any of its Affiliates to consummate the transactions contemplated herebyMerger or effect the Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellon Corp), Agreement and Plan of Merger (Atheros Communications Inc)
No Vote of Parent Stockholders. No Assuming the accuracy of the representations and warranties of the Company in Section 3.4(a), no vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are traded, the Nasdaq in order for Parent to issue shares of Parent Common Stock pursuant to the terms of this Agreement or to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Staples Inc), Agreement and Plan of Merger (Office Depot Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent Governing Documents or the applicable rules of any exchange on which securities of Parent are traded, if any, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, traded in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger and the Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valspar Corp), Agreement and Plan of Merger (Sherwin Williams Co)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby. For purposes of this Section 5.10, “Parent” also includes the equity holders of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent or any of its Affiliates are traded, in order for Parent to consummate the transactions contemplated herebyTransactions. The vote or consent of Guarantor, as the sole stockholder of Merger Sub, is the only vote or consent of any holders of any securities of Merger Sub necessary to approve this Agreement and the Merger and the other Transactions.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or any of its Affiliates or the holders of any other securities of Parent or any of its Affiliates (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or any of its Affiliates or the applicable rules of any stock exchange on which securities of Parent or any of its Affiliates are traded, in order for Parent traded to approve the Merger or to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent Organizational Documents or the applicable rules of any exchange on which securities of Parent are traded, traded in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger and the Financing.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are tradedParent, in order for Parent and Sub to consummate the transactions contemplated herebyTransactions.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, Law or the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyOffer or the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Applicable Law, the certificate articles of incorporation or by-laws bylaws or other equivalent organizational documents Organizational Documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby. For purposes of this Section 5.10, “Parent” also includes the equity holders of, or parent company of, Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TravelCenters of America Inc. /MD/)
No Vote of Parent Stockholders. No vote of the stockholders members of Parent or the holders of any other securities of Parent (equity or otherwise) ), that has not already been obtained, is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or any of its affiliates or the holders of any other securities of Parent or any of its affiliates (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or any of its affiliates or the applicable rules of any exchange on which securities of Parent or any of its affiliates are traded, in order for Parent and Merger Sub to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Volt Information Sciences, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate articles of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders stockholder of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation Parent Charter or by-laws or other equivalent organizational documents of Parent Bylaws or the applicable rules of any exchange on which securities of Parent are traded, the New York Stock Exchange in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent Parent, if any, are traded, in order for Parent to consummate the transactions contemplated hereby, including the Merger, and the transactions contemplated by the Equity Commitment Letters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coinmach Service Corp)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents Organizational Documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent or any of its Affiliates (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the Merger or the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univar Solutions Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent Organizational Documents or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No Except for the adoption of the Agreement by Parent as the sole stockholder of Merger Sub, no vote of the stockholders members of Parent or the holders of any other securities of Parent (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation formation or by-laws or other equivalent organizational documents limited liability company agreement of Parent (or similar organizational documents) or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyMerger.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent Parent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, Nasdaq in order for Parent to enter into the Agreement and consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws (or other equivalent similar organizational documents documents) of Parent or the applicable rules of any exchange on which securities of Parent are traded, if any, in order for Parent to consummate the transactions contemplated herebyMerger and the Parent Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Polypore International, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, traded in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Merger and the Financing contemplated by the Commitment Letter.
Appears in 1 contract
No Vote of Parent Stockholders. No vote or consent of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, or the certificate of incorporation or by-laws or other equivalent organizational documents of Parent in connection with the Offer or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate Merger or the other transactions contemplated herebyby this Agreement.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, traded in order for Parent to consummate the transactions contemplated herebyby this Agreement, including the Acquisition and the Financing.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, if any, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Obagi Medical Products, Inc.)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate Certificate of incorporation Incorporation or by-laws bylaws or other equivalent organizational documents of 49 Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are tradedParent, in order for Parent and Merger Sub to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Keithley Instruments Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate Certificate of incorporation Incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, or the certificate of incorporation or by-laws bylaws, or other equivalent similar organizational documents documents, of Parent or the applicable rules of any exchange on which securities of Parent are tradedParent, in order for Parent to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Restoration Hardware Inc)
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, traded in order for Parent to consummate the transactions contemplated herebyby this Agreement and the other Transaction Documents to which it is a party, including the Merger and the Financing.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of the sole stockholder of Parent or the holders of any other securities of the sole stockholder of Parent (equity or otherwise) is required by any applicable Law, Law or the certificate of incorporation or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities sole stockholder of Parent are traded, in order for Parent to consummate connection with the transactions contemplated herebyconsummation of the Transactions.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation Parent Certificate or by-laws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, Bylaws in order for Parent to consummate the transactions contemplated herebyTransactions, including the Merger.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws bylaws or other equivalent organizational documents of Parent or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions. For purposes of this Section 5.09, “Parent” also includes the equity holders of, or parent company of, Parent.
Appears in 1 contract
No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents of Parent Organizational Documents or the applicable rules of any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyTransactions.
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No Vote of Parent Stockholders. No vote of the stockholders of Parent or the holders of any other securities of Parent (equity or otherwise) ), is required by any applicable Law, the certificate of incorporation or by-laws or other equivalent organizational documents bylaws of Parent or the applicable rules of the any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyMerger or effect the Financing.
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