ADOPTION AND APPROVAL OF THE MERGER AGREEMENT; ADOPTION AND APPROVAL OF RELATED AGREEMENTS Sample Clauses

ADOPTION AND APPROVAL OF THE MERGER AGREEMENT; ADOPTION AND APPROVAL OF RELATED AGREEMENTS. RESOLVED, that the Agreement and Plan of Merger, including all exhibits, schedules and attachments thereto (the “Merger Agreement”), attached as Exhibit A hereto by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc. a Delaware corporation and an indirect wholly-owned subsidiary of Acquiror (“Sub”), and the Company, pursuant to which Sub will be merged with and into the Company, after which the Company will be the surviving entity and an indirect wholly-owned subsidiary of Acquiror (the “Merger”), and the Merger and all other transactions and ancillary agreements contemplated thereby, is hereby adopted and approved. FURTHER RESOLVED, that the undersigned irrevocably approves and agrees to be bound with respect to any and all obligations of the Company Securityholders (as defined in the Merger Agreement) to indemnify the Indemnified Persons (as defined in the Merger Agreement) under the Merger Agreement/as set forth in the Merger Agreement.
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Related to ADOPTION AND APPROVAL OF THE MERGER AGREEMENT; ADOPTION AND APPROVAL OF RELATED AGREEMENTS

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Approval of Agreements Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Approval of Plans Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

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