Common use of No Vote of Parent Stockholders Clause in Contracts

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: Merger Agreement, Merger Agreement (Dresser-Rand Group Inc.), Merger Agreement (Cardionet Inc)

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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 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: Merger Agreement (ProSight Global, Inc.), Merger Agreement (Envision Healthcare Corp), Merger Agreement (Saks 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: Merger Agreement (Emerson Electric Co), Merger Agreement (National Instruments Corp), Merger Agreement (Aerojet Rocketdyne 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 are traded, in order for Parent to consummate the transactions contemplated herebyby this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Goodman Global Inc), Agreement and Plan of Merger (Wj Communications Inc), Merger Agreement (Osi Restaurant Partners, 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), Merger Agreement (BTP Acquisition Company, LLC)

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: Merger Agreement (Alltel Corp), Merger Agreement (Stanton John W), Merger Agreement (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 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: Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (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 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: Merger Agreement, Merger Agreement (Dollar Tree Inc), Merger Agreement (Family Dollar Stores Inc)

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: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (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, 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 2 contracts

Samples: Merger Agreement (Third Wave Technologies Inc /Wi), Merger Agreement (Hologic 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 herebyMerger.

Appears in 2 contracts

Samples: Merger Agreement (Eagle Test Systems, Inc.), Merger Agreement (Teradyne, 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: Merger Agreement (W R Grace & Co), Merger Agreement (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, 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 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: Merger Agreement (Conversant, Inc.), Merger Agreement (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 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: Merger Agreement (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 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: Merger Agreement (Keypath Education International, Inc.), Merger Agreement (Trean Insurance Group, 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: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (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 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: Merger Agreement (Intellon Corp), Merger Agreement (Atheros Communications 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: Merger Agreement (National Holdings Corp), Merger Agreement (Fortress Biotech, 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: Merger Agreement (Dow Chemical Co /De/), Merger Agreement (Rohm & Haas Co)

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: Merger Agreement (CVS HEALTH Corp), Merger Agreement (Oak Street 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 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 2 contracts

Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement

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: Merger Agreement (Staples Inc), Merger Agreement (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 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: Merger Agreement (Valassis Communications Inc), Merger Agreement (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 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: Merger Agreement (McAfee Corp.), Merger Agreement (McAfee 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, 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: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)

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: Merger Agreement (Galaxy Dream Corp), Merger Agreement (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 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: Merger Agreement (Kindred Biosciences, Inc.), Merger Agreement (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: Merger Agreement (Sherwin Williams Co), Merger Agreement (Valspar 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 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: Merger Agreement (Criticare Systems Inc /De/), Merger Agreement (Opto Circuits (India) 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, 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: Merger Agreement (Lexmark International Inc /Ky/), Merger Agreement (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 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: Merger Agreement (Clarcor Inc.), Merger Agreement (Parker Hannifin 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 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

Samples: Merger Agreement (KMG Chemicals 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 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

Samples: Merger Agreement (Post 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 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

Samples: Transaction Agreement (Nielsen Holdings PLC)

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: Merger Agreement (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 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: Merger Agreement (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 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: Merger Agreement (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 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

Samples: Asset Purchase and Sale Agreement (Brightcove Inc)

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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 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

Samples: Merger Agreement (Pantry 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: Merger Agreement (TravelCenters of America Inc. /MD/)

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: Merger Agreement (Sportsman's Warehouse Holdings, Inc.)

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

Samples: Merger Agreement (Sanderson Farms 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, if any, in order for Parent to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (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 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

Samples: Merger Agreement (Airgas 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 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

Samples: Merger Agreement (Respironics 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 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

Samples: Merger Agreement (Tivity Health, Inc.)

No Vote of Parent Stockholders. No vote of the stockholders of Parent that has not been obtained on or prior to the holders of any other securities of Parent (equity or otherwise) date hereof 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 1 contract

Samples: Merger Agreement (Bravo Brio Restaurant 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 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

Samples: Merger Agreement (X Rite Inc)

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

Samples: Merger Agreement (Petsmart 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 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: Merger Agreement (Polypore 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 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

Samples: Merger Agreement (Roundy's, 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 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

Samples: Merger Agreement (Global Payments 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

Samples: Merger Agreement (Arconic 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 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.

Appears in 1 contract

Samples: Merger Agreement (Medassets 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 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: Merger Agreement (Satsuma Pharmaceuticals, 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 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

Samples: Merger Agreement (Green Dot 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 the any exchange on which securities of Parent are traded, in order for Parent to consummate the transactions contemplated herebyMerger or effect the Financing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilfiger Tommy 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 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: Merger Agreement (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 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: Merger Agreement (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 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

Samples: Merger Agreement (INX Inc)

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

Samples: Merger Agreement (Kaydon Corp)

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

Samples: Merger Agreement (Om 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 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

Samples: Merger Agreement (Zoe's Kitchen, Inc.)

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