STOCKHOLDER APPROVAL; AGREEMENT OF MERGER Sample Clauses

STOCKHOLDER APPROVAL; AGREEMENT OF MERGER. This Agreement and the Merger shall have been duly and validly approved and adopted by the stockholders of the Company in accordance with the Delaware Statute and the Company's Charter and By-laws, and the Agreement of Merger shall have been executed and delivered by Acquisition Sub and the Company and filed with and accepted by the Secretary of State of the State of Delaware.
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STOCKHOLDER APPROVAL; AGREEMENT OF MERGER. This Agreement, the Plan ----------------------------------------- of Merger and the Merger shall have been approved and adopted by at least two- thirds (2/3) of the outstanding shares voting of Company Common Stock, and the Plan of Merger shall have been executed and delivered by Acquisition Sub and the Company and filed with and accepted by the Secretary of State of the State of New Jersey.
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STOCKHOLDER APPROVAL; AGREEMENT OF MERGER. This Agreement and ----------------------------------------- the Merger shall have been duly and validly approved and adopted by the Stockholders in accordance with the New York Statute and the Company's Charter and By-laws, the Delaware Certificate shall have been executed and delivered by Acquisition Sub and the Company and filed with and accepted by the Secretary of State of the State of Delaware, the New York Certificate shall have been executed and delivered by Acquisition Sub and the Company and filed with and accepted by the Secretary of State of the State of New York and the Agreement of Merger shall have been executed and delivered by Acquisition Sub and the Company.
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STOCKHOLDER APPROVAL; AGREEMENT OF MERGER. The Agreement and the Merger shall have been approved and adopted by two-thirds of the shares of Company Common Stock outstanding and entitled to vote on approving the Agreement and the Merger.
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Related to STOCKHOLDER APPROVAL; AGREEMENT OF MERGER

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

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

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

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

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

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

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

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