Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.07.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Torotel Inc), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph clauses (a), (b) and (c) of this Section 2.073.8.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (U.S. Well Services, Inc.), Agreement and Plan of Merger (U.S. Well Services, Inc.), Agreement and Plan of Merger (ProFrac Holding Corp.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, Board shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.072.8(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.072.06.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IMAC Holdings, Inc.), Agreement and Plan of Merger (Theralink Technologies, Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (aparagraphs Section 2.6(a) and Section 2.6(b) of this Section 2.072.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (ALR Technologies SG Ltd.), Agreement and Plan of Merger and Reorganization (Chan Sidney)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, the Company Board shall adopt any all resolutions and take any all actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph paragraphs (ai) and (ii) of this Section 2.072.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NRC Group Holdings Corp.), Agreement and Plan of Merger (Us Ecology, Inc.)
Resolutions and Other Company Actions. At or prior to the Second Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (aSection 2.08(a) of this and Section 2.072.08(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company BoardBoard (or, and the compensation if appropriate, any committee of such boardthereof), as applicable, shall adopt any resolutions and take any actions (including obtaining any employee required consents) that may be reasonably necessary to effectuate the provisions of paragraph paragraphs (a), (b) and (c) of this Section 2.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (SPAR Group, Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such boardthe Company Board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary or appropriate to effectuate the provisions of paragraph (aSection 2.07(a) and Section 2.07(b), without the payment of this Section 2.07any additional consideration or provision of any additional benefit.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.072.01.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corning Natural Gas Holding Corp)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (aSection 3.07(a) of this Section 2.073.07.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary (i) to effectuate the provisions of paragraph Section 2.07(a) and Section 2.07(b) and (aii) terminate each Company Stock Plan effective as of this Section 2.07and contingent upon the Effective Time (without prejudice to the rights of the holders of the Company Equity Awards, as set forth herein).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, Company and the Company Board, and the compensation committee of such board, as applicable, Board shall adopt any resolutions and take any actions (including obtaining using reasonable best efforts to obtain any necessary employee consents) that may be necessary to effectuate the provisions of paragraph Sections 2.07(a), (a) of this Section 2.07b), and (c).
Appears in 1 contract
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (aparagraphs Section 2.06(a) and Section 2.06(b) of this Section 2.072.06.
Appears in 1 contract
Samples: Plan of Reorganization and Asset Purchase Agreement (Allarity Therapeutics, Inc.)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.07.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such boardthe Company Board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.072.05(a).
Appears in 1 contract
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company BoardBoard (upon the recommendation of the Special Committee), and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining using reasonable best efforts to obtain any necessary employee consents) that may be necessary to effectuate the provisions of paragraph (aparagraphs Section 2.07(a) and Section 2.07(b) of this Section 2.07.
Appears in 1 contract
Resolutions and Other Company Actions. At or prior to the Effective TimeOffer Closing, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph paragraphs (a), (b), and (c) of this Section 2.073.07.
Appears in 1 contract
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, Board shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph (a) of this Section 2.072.06.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.)
Resolutions and Other Company Actions. At or prior to the Effective TimeOffer Closing, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph paragraphs (a), (b), (c), (d) and (e) of this Section 2.073.07.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iec Electronics Corp)
Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraph paragraphs (a) and (b) of this Section 2.07.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uqm Technologies Inc)
