Stockholder Approval. The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Delaware Law.
Appears in 6 contracts
Samples: Merger Agreement (Olivetti S P A), Agreement and Plan of Merger (Penton Media Inc), Merger Agreement (Cellular Communications International Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company, if Company to the extent required by Delaware Law.Law (including Section 203 thereof) and the Company Charter;
Appears in 4 contracts
Samples: Merger Agreement (Ascent Entertainment Group Inc), Merger Agreement (Liberty Media Corp /De/), Merger Agreement (Ascent Entertainment Group Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Company under Delaware Law.
Appears in 4 contracts
Samples: Merger Agreement (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Geotel Communications Corp), Merger Agreement (Aironet Wireless Communications Inc)
Stockholder Approval. The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders holders of the CompanyShares, if to the extent required by pursuant to the requirements of the Certificate of Incorporation and Delaware Law.
Appears in 4 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Yahoo Inc), Merger Agreement (Launch Media Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been be approved and adopted by the requisite vote of the stockholders of the Company by the requisite vote under Delaware Law and the Company, if required by Delaware Law's certificate of incorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (Netratings Inc), Agreement and Plan of Reorganization (Netratings Inc)
Stockholder Approval. The Merger and this Agreement This Agreement, including the Merger, shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company, if Company (unless the vote of the stockholders is not required by Delaware Law.) as required under the Constituent Documents or Delaware Law;
Appears in 3 contracts
Samples: Merger Agreement (Citigroup Inc), Merger Agreement (Shopko Stores Inc), Merger Agreement (Pamida Holdings Corp/De/)
Stockholder Approval. The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders votes of the Company, if required by 's stockholders in accordance with Delaware Law.
Appears in 3 contracts
Samples: Merger Agreement (Sonicblue Inc), Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Broadcom Corp)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been adopted and approved and adopted by the requisite vote of the stockholders of the Company, if Company by the vote required by the Delaware LawLaw and the Company’s Certificate of Incorporation and Bylaws.
Appears in 3 contracts
Samples: Merger Agreement (Hostopia.com Inc.), Merger Agreement (Deluxe Corp), Merger Agreement (Hostopia.com Inc.)
Stockholder Approval. The This Agreement and the Merger shall be approved by the stockholders of Target and this Agreement shall have been approved and adopted Acquiror by the requisite vote under Delaware Law and Target's Certificate of the stockholders of the Company, if required by Delaware LawIncorporation.
Appears in 2 contracts
Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Convio, Inc.)
Stockholder Approval. The Merger and this Agreement shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with Delaware Law and the Company, if required by Delaware Law's Restated Certificate of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Stockholder Approval. The This Agreement, the Merger and this Agreement the Spin-Off Transaction shall have been be approved and adopted by the Stockholders by the requisite vote of under the stockholders of the Company, if required by Delaware Law, other Applicable Law and the Restated Certificate.
Appears in 2 contracts
Samples: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Company under Delaware Law. The holders of certain of the Company, if required by Delaware Law’s Warrants shall have approved those terms of this Agreement that are applicable to them.
Appears in 2 contracts
Samples: Merger Agreement (SP Holding CORP), Merger Agreement (SP Holding CORP)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite requi- site vote or consent of the stockholders of the Company, if Company to the extent required by Delaware Law, the Company Certifi- cate of Incorporation and the Company Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (Calgene Inc /De/)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been be approved and adopted by the Target Stockholders by the requisite vote of the stockholders of the Company, if required by under Delaware Law, other applicable law and Target’s Certificate of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Innovus Pharmaceuticals, Inc.), Merger Agreement (Adventrx Pharmaceuticals Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if Company to the extent required by Delaware Law.
Appears in 2 contracts
Samples: Merger Agreement (Howmet International Inc), Merger Agreement (Alcoa Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Stockholders under Delaware Law.
Appears in 2 contracts
Samples: Merger Agreement (Trustwave Holdings, Inc.), Merger Agreement (Trustwave Holdings, Inc.)
Stockholder Approval. The Merger shall have been duly and validly approved and this Agreement shall have been approved duly and adopted by the requisite vote of the stockholders of the Companyvalidly adopted, if as required by Delaware LawLaw and the Company Charter Documents, each as in effect on the date of such approval and adoption, by the Requisite Votes.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Arrowhead Research Corp)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company by the requisite vote under Delaware Law and the Company, if required by Delaware Law's Certificate of Incorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Edwards J D & Co), Agreement and Plan of Reorganization (Storage Computer Corp)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company, if Company to the extent required by Delaware Law.Law and the Restated Certificate;
Appears in 2 contracts
Samples: Merger Agreement (McFarland Energy Inc), Merger Agreement (McFarland Energy Inc)
Stockholder Approval. The This Agreement, the Merger and this Agreement the other Contemplated Transactions shall have been be approved and adopted by the stockholders of the Company by the requisite vote of the stockholders of under Delaware Law and the Company, if required by Delaware Law’s Certificate of Incorporation and Bylaws.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Company and GENCC in accordance with the Delaware LawGCL and their respective Certificates of Incorporation and By-laws.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement any related matters shall have been adopted and approved and adopted by the requisite affirmative vote or written consent of the stockholders holders of the Companyoutstanding shares of Acquired Company Stock by the vote or written consent required by, if required by and in accordance with, the Delaware LawCode.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been adopted and approved and adopted by (i) the requisite affirmative vote of the stockholders of the Company, if Company as required under the laws of the State of Delaware and (ii) the affirmative vote of holders of a majority of the outstanding shares of Common Stock that are not beneficially owned by Delaware Lawthe Affiliated Stockholders or by persons that are Affiliates or Associates of the Affiliated Stockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Davco Restaurants Inc)
Stockholder Approval. The Merger and this This Agreement shall have been duly approved and adopted adopted, and the Merger shall have been duly approved, by the requisite vote of under Delaware Law, by the stockholders of the Company, if required by Delaware LawCallisto and Synergy.
Appears in 1 contract
Stockholder Approval. The Merger and Merger, this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of the Company by the Sufficient Stockholder Vote in accordance with Delaware Law and the Company, if required by Delaware Law’s Certificate of Incorporation and Bylaws and such approval shall not have been revoked or rescinded.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have -------------------- been approved and adopted by the requisite vote of the stockholders of Target and the Company, if required by stockholders of Acquiror (as described in Section 2.24) under Delaware LawLaw and under NASD Rule 4460(i).
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been be approved and adopted by the Stockholders by the requisite vote of the stockholders of the Company, if required by under Delaware Law, other Applicable Law and the Restated Certificate.
Appears in 1 contract
Samples: Merger Agreement (Qualcomm Inc/De)
Stockholder Approval. The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders votes of the Company, if required by ’s stockholders in accordance with Delaware Law.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the CompanyHycor, if Stratagene and Merger Sub under Delaware Law and as may be required by Delaware Lawsuch Person’s certificate of incorporation and bylaws, and this Agreement.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Company in accordance with Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Manitowoc Co Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if Company as required by the Delaware LawLaw and California law.
Appears in 1 contract
Samples: Merger Agreement (McData Corp)
Stockholder Approval. The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Buyer and of the Buyer Subsidiary shall have approved this Agreement and the Merger Agreement in accordance with the Delaware General Corporation Law.
Appears in 1 contract
Samples: Stock Purchase and Merger Agreement (Northwestern Public Service Co)
Stockholder Approval. The This Agreement and Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Company and GENCC in accordance with the Delaware LawGCL and their respective Certificates of Incorporation and By-laws.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the CompanyAutoweb, if Autobytel and Merger Sub under Delaware Law and as may be required by Delaware Lawsuch Person's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company by the requisite vote under applicable Delaware Law and the Company, if required by Delaware Law’s Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Stockholder Approval. The Merger and this Agreement shall have -------------------- been approved and adopted by the requisite vote of the stockholders holders of the CompanyShares, if required by Delaware Law.;
Appears in 1 contract
Stockholder Approval. The Merger This Agreement and this Agreement the Transactions, including the Merger, shall have been approved and adopted by the requisite affirmative vote of the stockholders of Tycho to the Company, if extent required by the Delaware LawCorporation Law and the Certificate of Incorporation.
Appears in 1 contract
Samples: Merger Agreement (DSL Net Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by (i) the requisite vote or consent of the stockholders of the Company, if Company to the extent required by Delaware Law, the Company Certificate of Incorporation and the Company Bylaws and (ii) the affirmative vote of holders of a majority of the outstanding Shares that are not beneficially owned by the Affiliated Stockholders or by persons that are Affiliates or Associates of the Affiliated Stockholders.
Appears in 1 contract
Stockholder Approval. The Merger and this Agreement shall have been duly approved and adopted by the requisite vote of the stockholders of the Company, if required by Requisite Company Stockholder Approval in accordance with Delaware General Corporation Law.
Appears in 1 contract
Stockholder Approval. The If approval of the Merger and by the Company's stockholders is required by Delaware Law, this Agreement shall have been approved and adopted adopted, and the Merger shall have been duly approved, by the requisite vote of under applicable law, by the stockholders of the Company, if required by Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
Stockholder Approval. The Merger This Agreement and this Agreement the Transactions, including the Merger, shall have been approved and adopted by the requisite affirmative vote of the stockholders of Target to the Company, if extent required by the Delaware LawCorporation Law and the Certificate of Incorporation.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall -------------------- have been approved and adopted by the requisite vote of the stockholders of the CompanyAutoweb, if Autobytel and Merger Sub under Delaware Law and as may be required by Delaware Lawsuch Person's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been duly approved and adopted adopted, by the requisite vote under the laws of the State of Delaware and the Company Charter Documents, by the stockholders of the Company, and by the requisite vote under the laws of the State of Nevada and the Parent Charter Documents, by the stockholders of Parent, if required by Delaware Lawrequired.
Appears in 1 contract
Samples: Merger Agreement (Chiste Corp)
Stockholder Approval. The Merger and this This Agreement shall have been adopted and the principal terms of the Merger shall have been approved and adopted by the requisite vote of the stockholders holders of the Company, if required by Company Capital Stock under Delaware Law, California Law and the Company’s certificate of incorporation and bylaws.
Appears in 1 contract
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been duly approved and adopted adopted, by the requisite vote under the laws of the State of Delaware and the Company Charter Documents, by the stockholders of the Company, and by the requisite vote under the laws of the State of Nevada and AeroGrow Charter Documents, by the stockholders of AeroGrow if required by Delaware Lawrequired.
Appears in 1 contract
Samples: Merger Agreement (Wentworth I Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company by the requisite vote under applicable Delaware Law and the Company, if required by Delaware Law's Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Target and the Company, if required by stockholders of Acquiror (as described in Section 2.24) under Delaware LawLaw and under NASD Rule 4460(i).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by Company under Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Quantum Corp /De/)
Stockholder Approval. The Merger and principal terms of this Agreement and the Merger shall have been be approved and adopted by the stockholders of Seller by the requisite vote under Delaware Law and Seller’s Certificate of the stockholders of the Company, if required by Delaware LawIncorporation.
Appears in 1 contract
Samples: Merger Agreement (Velti PLC)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been duly approved and adopted adopted, by the requisite vote under the laws of the State of Delaware and the Company Charter Documents, by the stockholders of the Company, if required and by Delaware Lawthe requisite vote under the laws of the State of Utah and Eneco Charter Documents, by the stockholders of Eneco.
Appears in 1 contract
Samples: Merger Agreement (Wentworth I Inc)
Stockholder Approval. The This Agreement and the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, Company if and as required by Delaware Law.Law and the Company's Certificate of Incorporation and By-laws;
Appears in 1 contract
Stockholder Approval. The Merger and this This Agreement shall have been approved -------------------- and adopted by the requisite vote of the stockholders of the Company, if required and the Merger shall have been approved by the stockholders of the Company, by the requisite vote under Delaware LawLaw and the Company's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Autodesk Inc)