VOTE REQUIRED TO APPROVE MERGER Sample Clauses

VOTE REQUIRED TO APPROVE MERGER. The BCL requires, among other things, that the adoption of any plan of merger of the Company must be approved by the Board of Directors of the Company and, if the "short-form" merger procedure described below is not available, approved by the holders of two-thirds of the Company's outstanding voting securities. The Board of Directors of the Company has approved the Offer, the Merger and the Merger Agreement; consequently, the only additional action of the Company that may be necessary to effect the Merger is approval of the Merger Agreement by the Company's stockholders if such "short-form" merger procedure is not available. If required by the BCL, the Company will call and hold a meeting of its stockholders promptly following the consummation of the Offer for the purposes of voting upon the approval of the Merger Agreement. At any such meeting all Shares then owned by Parent or the Purchaser will be voted in favor of the approval of the Merger Agreement. If the Purchaser acquires, through the Offer or otherwise, voting power with respect to at least two-thirds of the outstanding Shares (which would be the case if the Minimum Condition were satisfied and the Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger without the affirmative vote of any other stockholder of the Company. "SHORT-FORM" MERGER PROCEDURE. The BCL also provides that, if a parent company owns at least 90% of the outstanding shares of each class of stock of a subsidiary, the parent company may merge that subsidiary into the parent company pursuant to the "short-form" merger procedures without prior notice to, or the approval of, the other stockholders of the subsidiary. In order to consummate the Merger pursuant to these provisions of the BCL, the Purchaser would have to own at least 90% of the outstanding Shares. The Merger Agreement provides that Parent may elect to merge the Company with and into the Purchaser rather than merge the Purchaser with and into the Company. This provision is intended to give the Purchaser the ability to use the "short-form" merger procedure provided in the BCL if it acquires at least 90% of the outstanding Shares. If the Purchaser acquires at least 90% of the outstanding Shares pursuant to the Offer or otherwise, it intends to evaluate the feasibility of merging the Company into the Purchaser under this procedure without prior notice to, or any action by, any other stockholder...
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VOTE REQUIRED TO APPROVE MERGER. Under Delaware law, if we acquire, pursuant to the Offer or otherwise, at least 90 percent of the outstanding Shares, we will be able to complete the Merger without a vote of the Company's stockholders. In such event, we will take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after our acquisition of that number of Shares, without a meeting of the Company's stockholders. However, if we do not acquire at least 90 percent of the outstanding Shares pursuant to the Offer or otherwise and a vote of the Company's stockholders is required under Delaware law, a significantly longer period of time will be required to effect the Merger. Pursuant to the Merger Agreement, if a stockholders' vote is required to effect the Merger, and we have accepted for payment more than 50 percent of the outstanding Shares pursuant to the Offer (such event, the "Appointment Time"), the Company has agreed to convene a meeting of its stockholders to consider and vote on the Merger as soon as practicable following the Appointment Time and the expiration of any subsequent offering period under the Merger Agreement. The Company, acting through its board of directors, has further agreed that, if a stockholders' meeting is convened, the board of directors shall recommend that stockholders of the Company vote to approve the adoption of the Merger Agreement. At any such meeting, all of the Shares then owned by Parent and Purchaser and any of Parent's other subsidiaries will be voted in favor of the Merger.
Sample 1

Related to VOTE REQUIRED TO APPROVE MERGER

  • Board Approval; Vote Required The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Required Company Vote The Company Stockholder Approval, being the affirmative vote of a majority of the outstanding shares of the Company Common Stock, is the only vote of the holders of any class or series of the Company's securities necessary to approve this Agreement, the Merger and the other transactions contemplated hereby. There is no vote of the holders of any class or series of the Company's securities necessary to approve the Stock Option Agreement.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

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