Vote on Merger and Related Matters Sample Clauses

Vote on Merger and Related Matters. The Constituent Corporations shall each, as soon as practicable but prior to closing, and in no event later than 20 days after the execution and delivery hereof, (i) cause a special meeting of its shareholders to be called to consider and vote upon the Merger on the terms and conditions hereinafter set forth, or (ii) obtain written consent of such shareholders as is necessary to approve the Merger. Subject to the further conditions and provisions of this Agreement, a closing of the Merger shall be held (the “Closing”), and a certificate of merger and all other documents or instruments deemed necessary or appropriate by the parties hereto to effect the Merger shall be executed and filed with the Secretary of State of Delaware as promptly as possible thereafter. The certificate of merger for the Merger (the “Certificate of Merger”) so filed shall be substantially in the forms of Exhibits A1 and A2 annexed hereto, with such changes therein as the Boards of Directors of the Constituent Corporations shall mutually approve.
Sample 1See All (5)
AutoNDA by SimpleDocs
Vote on Merger and Related Matters. (a) WCID and WCIN shall each, as soon as practicable but prior to closing, and in no event later than 30 days after the execution and delivery hereof, (i) cause a special meeting of its stockholders to be called to consider and vote upon the Merger on the terms and conditions hereinafter set forth, or (ii) obtain written consent of such stockholders as is necessary to approve the Merger. If the Merger is approved in accordance with the applicable state laws, subject to the further conditions and provisions of this Agreement, a closing of this Agreement shall be held (the "Closing"), and Certificates of Merger and all other documents or instruments deemed necessary or appropriate by the parties hereto to effect the Merger shall be executed and filed with the Secretary of State of the States of Nevada and Delaware as promptly as possible thereafter.
Sample 1Sample 2
Vote on Merger and Related Matters. Westech and Merger Sub shall, as soon as practicable but in no event later than 5 days after the execution and delivery hereof, authorize and approve the Stock Split, subject to the consummation of the Merger, in accordance with the terms hereof. On or prior to the 15th day following the Merger, Westech stockholders who would otherwise be entitled to receive fractional shares as the result of the Stock Split shall be paid cash in lieu thereof at the rate of $.076 per share (payable to the nearest $.01). Tejas Holding shall, as soon as practicable and in no event later than 15 days after the execution and delivery hereof, cause a special meeting of its stockholders to be called to consider and vote upon the Merger on the terms and conditions hereinafter set forth or seek the written consent of such stockholders as are necessary to approve the Merger in accordance with Texas law. If the Stock Split and the Merger are approved (subject to the further conditions and provisions of this Agreement) a closing shall be held at the offices of Winsxxxx Xxxhxxxx & Xinixx xx Austin, Texas (the "Closing"). On such date (the "Closing Date"), Articles of Merger and a Certificate of Merger and all other documents or instruments deemed necessary or appropriate by the parties hereto to effect the Merger shall be executed and filed with the Secretary of State of the States of Texas and Delaware, respectively. The Certificate of Merger to be filed in Delaware shall be substantially in the form of Exhibit A annexed hereto, with such changes therein as the Boards of Directors of Westech and Tejas Holding (the "Constituent Corporations") shall mutually approve and the Articles of Merger to be filed in Texas shall be substantially in the form of Exhibit B annexed hereto, with such changes therein as the Boards of Directors of the Constituent Corporations shall mutually approve.
Sample 1Sample 2
Vote on Merger and Related Matters. The Constituent Corporations shall each, as soon as practicable but prior to closing, and in no event later than 20 days after the execution and delivery hereof, (i) cause a special meeting of its shareholders to be called to consider and vote upon the Merger on the terms and conditions hereinafter set forth, or (ii) obtain written consent of such shareholders as is necessary to approve the Merger. Subject to the further conditions and provisions of this Agreement, a closing of the Merger shall be held (the “Closing”), and a certificate of merger and all other documents or instruments deemed necessary or appropriate by the parties hereto to effect the Merger shall be executed and filed with the Secretary of State of Delaware and Nevada as promptly as possible thereafter.
Sample 1

Related to Vote on Merger and Related Matters

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Definitions and Related Matters SECTION 1.1

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Right to Vote and Related Matters (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

  • Indemnification and Related Matters Section 8.01

Time is Money Join Law Insider Premium to draft better contracts faster.