Merger Sub Stockholder Approval definition

Merger Sub Stockholder Approval means (i) the approval of the holders of a majority of the outstanding shares of the common stock of Merger Sub 1 approving and adopting this Agreement and the actions contemplated hereby and (ii) the approval of the sole member of Merger Sub 2 approving and adopting this Agreement and the actions contemplated hereby;

Merger Sub Stockholder Approval has the meaning specified in the Recitals hereto.

Merger Sub Stockholder Approval has the meaning set forth in Section 8.17.

Examples of Merger Sub Stockholder Approval in a sentence

• As promptly as practicable (and in any event within 24 hours) following the execution of this Agreement, Parent shall execute and deliver, in accordance with the DGCL and in its capacity as the sole stockholder of Merger Sub, the Merger Sub Stockholder Approval.

• Each of Parent and Merger Sub has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations under this Agreement; and (c) subject to receiving the Merger Sub Stockholder Approval, consummate the Merger.

• The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations under this Agreement and any Transaction Document to which it is a party, and, subject to receiving the Merger Sub Stockholder Approval, the consummation of the Merger have each been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub.

• The Business Combination Proposal shall have been approved by the Parent Stockholder Approval at the Special Meeting and the Company Stockholder Approval and the Merger Sub Stockholder Approval shall have been obtained.

• This Agreement has been duly executed and delivered by each Parent Subsidiary and, assuming this Agreement constitutes the valid and binding obligation of the other Parties, constitutes a valid and binding obligation of each Parent Subsidiary enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights and to receipt of the Parent Stockholder Approval, Company Stockholder Approval and Merger Sub Stockholder Approval.

More Definitions of Merger Sub Stockholder Approval

Merger Sub Stockholder Approval means the adoption and approval of this Agreement by LACQ in its capacity as the sole stockholder of Merger Sub. “MLCP” has the meaning specified in the Recitals.

Merger Sub Stockholder Approval shall have the meaning set forth in Section 3.4(c)(iv).

Merger Sub Stockholder Approval has the meaning set forth in Section 5.1(e).

Merger Sub Stockholder Approval has the meaning set forth in the recitals of this Agreement.

Merger Sub Stockholder Approval is defined in Section 4.20(c). "MSV Asset Sale Agreement" is defined in Section 5.02(r).

Merger Sub Stockholder Approval means the adoption and approval of this Agreement by LACQ in its capacity as the sole stockholder of Merger Sub.

Merger Sub Stockholder Approval means the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the common stock, par value $0.01 per share, of Merger Sub in favor of the adoption of this Agreement, which Merger Sub Stockholder Approval shall be effectuated by the Merger Sub Written Consent. “Organizational Documents” means, with respect to any Person, the memorandum and articles of association, articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation, certificate of formation, operating agreement, certificate of limited partnership, partnership agreement, limited liability company agreement, stockholders’ agreement and all other similar formation or governing documents of such Person in connection with the creation, formation, governance or organization of a Person, including any amendments thereto. “Parent Retention Program” means the retention program to be established by Parent in accordance with Section 7.2(g). “Patents” means all inventions, letters patent and pending applications for patents of the United States and all countries foreign thereto, including regional patents, certificates of invention and utility models, and all reissues, reexaminations, divisionals, continuations, continuations-in-part and extensions thereof. “Per Share Portion” means, as of the time of determination, a fraction (a) the numerator of which is one, and (b) the denominator of which is equal to, without duplication, the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Company Common Stock held by the Company or any of its Subsidiaries or owned by Parent, Merger Sub or any of their respective Affiliates immediately prior to the Effective Time). “Permitted Encumbrance” means: (a) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, construction and other Encumbrances arising or incurred in the ordinary course of business or amounts not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which an appropriate reserve has been established on the Financial Statements in accordance with GAAP; (b) Encumbrances for Taxes, utilities and other governmental charges that are not due and payable or are being contested in good faith by appropriate proceedings and for which an appropriate reserve has been established on the Financial Statements in accordance with GAAP; (c) Encum...