Sole Stockholder Approvals. 77 7.26 Amendments to Transaction Documents.............................. 77 7.27
Sole Stockholder Approvals. No later than 14 days after the execution of this Agreement, (i) Del Monte shall deliver to Merger Sub a written consent, as the sole stockholder of Merger Sub, in compliance with Section 615 of the NYBCL, adopting this Agreement and approving the Merger, and (ii) Heinz, as sole stockholder of Spinco, will vote to adopt this Agreement in accordance with the DGCL.
Sole Stockholder Approvals. As soon as reasonably practicable after the execution of this Agreement, Parent, as the sole stockholder of Splitco, will vote to adopt this Agreement in accordance with the applicable provisions of the DGCL, and RMT Partner, as the sole member of Merger Sub, will approve this Agreement in accordance with the applicable provisions of the DLLCA.
Sole Stockholder Approvals. Promptly (and in any event not later than 24 hours) after the execution of this Agreement, (a) Xxxxxxx-Xxxxxx, as the sole stockholder of Spinco, shall vote to adopt this Agreement in accordance with the DGCL, and (b) Regis, as the sole stockholder of Merger Sub, shall vote to adopt this Agreement in accordance with the DGCL.
Sole Stockholder Approvals. No later than ten (10) Business Days after the execution of this Agreement, Holdings shall deliver to Merger Sub One and Merger Sub Two written consents, as the sole stockholder of Merger Sub One and Merger Sub Two, in compliance with the DGCL, adopting this Agreement (as the terms and conditions hereof may be amended, modified or waived). No later than twenty (20) Business Days after the execution of this Agreement, a meeting of the sole stockholder of Splitco shall be held, in compliance with the DGCL, and at such meeting the sole stockholder shall adopt this Agreement and approve the Splitco Merger in accordance with the terms and conditions hereof (as such terms and conditions may be amended, modified or waived). The consents and approvals referred to in this Section 6.17 collectively, the “Sole Stockholder Approvals.”
Sole Stockholder Approvals. No later than one (1) Business Day after the execution of this Agreement, New Holdco shall deliver to Merger Sub One and Merger Sub Two written consents, as the sole stockholder of Merger Sub One and Merger Sub Two, in compliance with the DGCL, adopting this Agreement and approving the Mergers in accordance with the terms and conditions hereof (as the terms and conditions hereof may be amended, modified or waived). No later than one (1) Business Day after the execution of this Agreement, FNF shall execute a written consent, in compliance with the DGCL, as the sole stockholder of New Remy, in which it shall adopt this Agreement and approve the New Remy Merger in accordance with the terms and conditions hereof (as such terms and conditions may be amended, modified or waived). No later than one (1) Business Day prior to the date of the Closing, New Remy shall execute a written consent, in compliance with the DGCL, as the sole stockholder of New Holdco, in which it shall adopt the amendment to the certificate of incorporation of New Holdco to change its name to “Remy International, Inc.” .
