Common use of Vote on Merger and Related Matters Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kaire Holdings Inc)

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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 10 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”"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”"CERTIFICATE OF MERGER") so filed shall be substantially in the forms of Exhibits EXHIBITS A1 and AND A2 annexed hereto, with such changes therein as the Boards of Directors of the Constituent Corporations shall mutually approve.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diamond Entertainment Corp)

Vote on Merger and Related Matters. The Constituent Corporations ------------------------------------- shall each, as soon as practicable practicable, but prior to closing, and in no event later than 20 10 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 shareholders, as is necessary 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 Secretaries of State States of the States of Nevada and 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.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Kaire Holdings Inc)

Vote on Merger and Related Matters. The (a) PAC and Global (the "Constituent Corporations Corporations") shall each, as soon as practicable but prior to closing, and in no event later than 20 30 days after the execution and delivery hereof, (i) cause a special meeting of its shareholders and/or members 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 and/or members as is necessary to approve the Merger. Subject If the Merger is approved in accordance with the laws of the States of New York and Delaware, subject to the further conditions and provisions of this Agreement, a closing of the Merger this Agreement shall be held (the "Closing"), and a certificate Certificate of merger 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 New York and Delaware as promptly as possible thereafter. The certificate Certificate of merger for the Merger (the "Certificate of Merger") so filed shall be substantially in the forms form of Exhibits A1 and A2 Exhibit A annexed hereto, with such changes therein as the Boards of Directors of the Constituent Corporations shall mutually approve.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Playorena Inc)

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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 10 days after the execution and delivery hereof, (i) cause a special meeting of its shareholders or members, as the case may be, 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 or members, as applicable, 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 Secretaries of State States of the States of California and 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Famous Fixins Inc)

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