Short-Form Merger; Merger by Written Consent Sample Clauses

Short-Form Merger; Merger by Written Consent. In the event that the Sellers hold Shares or Company Warrants representing at least 90% of the Company Shares (other than Company Shares subject to issuance on exercise of outstanding Company Warrants held by Persons other than Sellers), the Parties will, at the request of Buyer, take all necessary and appropriate action to cause the Merger to become effective upon the Closing, or as soon as practicable thereafter, without a Special Meeting of Holders of Shares, in accordance with Section 92A.180 of Nevada Law or pursuant to the immediately following sentence. In the event that the Sellers hold Shares or Company Warrants representing at least a majority of the total voting power of the Shares and of each class of Company Preferred Stock, the Parties will, if requested by Buyer, take all necessary and appropriate action, including without limitation by executing appropriate consents in writing under Section 78.320 of Nevada Law, to cause the Merger to be approved by Company Holders and to become effective, whether or not the Stock Purchase Closing has occurred, as soon as practicable, without a Special Meeting of Holders of Shares.
Sample 1
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Related to Short-Form Merger; Merger by Written Consent

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Securityholder Action by Written Consent Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

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