Common use of Remaining Stockholder Notices Clause in Contracts

Remaining Stockholder Notices. The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth (15th) Business Day after the date of this Agreement, mail to any OC Holder that has not theretofore executed a written consent adopting this Agreement, approving the Transaction and waiving any appraisal rights of Section 262 of the DGCL (such written consent, the “Written Consent” and each such OC Holder, a “Remaining Stockholder”) a request that such OC Holder execute the written consent of the OC Holders approving the Merger as provided in Section 264 of the DGCL and that such OC Holder waive any appraisal rights of Section 262 of the DGCL. In connection with such request, the Company will, through its board of directors, recommend to the OC Holders approval of the Merger. Approval of this Agreement by the OC Holders will not restrict the ability of the Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited by Subchapter IX of the DGCL. Within ten (10) Business Days after the date of this Agreement, the Company will deliver to GTY, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of GTY and its legal counsel delivered to the Company within five (5) Business Days after receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than twenty (20) Business Days after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)

AutoNDA by SimpleDocs

Remaining Stockholder Notices. The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth (15th) Business Day after the date of this Agreement, mail to any OC Holder that has not theretofore executed a written consent adopting this Agreement, approving the Transaction and waiving any appraisal rights of Section 262 of the DGCL (such written consent, the “Written Consent” and each such OC Holdereach, a “Remaining Stockholder”) a request that such OC Holder execute the written consent of the OC Holders approving the Merger as provided in Section 264 of the DGCL and that such OC Holder waive any appraisal rights of Section 262 of the DGCL. In connection with such request, the Company will, through its board of directors, recommend to the OC Holders approval of the Merger. Approval of this Agreement by the OC Holders will not restrict the ability of the Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited by Subchapter IX of the DGCL. Within ten (10) Business Days after the date of this Agreement, the Company will deliver to GTY, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of GTY and its legal counsel delivered to the Company within five (5) Business Days after receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than twenty (20) Business Days after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (GTY Technology Holdings Inc.)

Remaining Stockholder Notices. The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth twentieth (15th20th) Business Day after the date of this Agreement, mail to any OC eCivis Holder that has not theretofore executed a written consent adopting this Agreement, approving the Transaction and waiving any appraisal rights of Section 262 of the DGCL Delaware General Corporation Law (such written consent, the “Written Consent” and each such OC Holdereach, a “Remaining Stockholder”) a request that such OC eCivis Holder execute the written consent of the OC eCivis Holders approving the Merger as provided in Section 264 of the DGCL Delaware General Corporation Law and that such OC eCivis Holder waive any appraisal rights of Section 262 of the DGCLDelaware General Corporation Law. In connection with such request, the Company will, through its board of directors, recommend to the OC eCivis Holders approval of the Merger. Approval of this Agreement by the OC eCivis Holders will not restrict the ability of the Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited by Subchapter IX of the DGCLDelaware General Corporation Law. Within ten (10) Business Days after the date of this Agreement, the Company will deliver to GTY, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of GTY and its legal counsel delivered to the Company within five (5) Business Days after receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than twenty (20) Business Days after the date of this Agreement.. TABLE OF CONTENTS​​​​​

Appears in 1 contract

Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.)

AutoNDA by SimpleDocs

Remaining Stockholder Notices. The Company will, in accordance with applicable Law and its organizational documents, on or before the fifteenth twentieth (15th20th) Business Day after the date of this Agreement, mail to any OC eCivis Holder that has not theretofore executed a written consent adopting this Agreement, approving the Transaction and waiving any appraisal rights of Section 262 of the DGCL Delaware General Corporation Law (such written consent, the “Written Consent” and each such OC Holdereach, a “Remaining Stockholder”) a request that such OC eCivis Holder execute the written consent of the OC eCivis Holders approving the Merger as provided in Section 264 of the DGCL Delaware General Corporation Law and that such OC eCivis Holder waive any appraisal rights of Section 262 of the DGCLDelaware General Corporation Law. In connection with such request, the Company will, through its board of directors, recommend to the OC eCivis Holders approval of the Merger. Approval of this Agreement by the OC eCivis Holders will not restrict the ability of the Company’s board of directors thereafter to terminate or amend this Agreement to the extent permitted by this Agreement and not prohibited by Subchapter IX of the DGCLDelaware General Corporation Law. Within ten (10) Business Days after the date of this Agreement, the Company will deliver to GTY, for review and comment, the information statement or other information to be delivered to the Remaining Stockholders, and will incorporate therein any reasonable comments of GTY and its legal counsel delivered to the Company within five (5) Business Days after receiving such information statement or other information. Such information statement or other information will be mailed by the Company to the Remaining Stockholders not later than twenty (20) Business Days after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (GTY Technology Holdings Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!