Approval of the Merger. The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Purchaser and the Company as soon as practicable following the Acceptance Time without a stockholders meeting pursuant to Section 251(h) of the DGCL.
Approval of the Merger. 1 Consummation of the Merger and Related Transactions................................. 1
Approval of the Merger. Immediately following the execution of this Agreement, Parent, as sole stockholder of Merger Sub, shall approve and adopt this Agreement.
Approval of the Merger. This Agreement and the transactions contemplated hereby shall have been approved by the shareholders of AAC in the manner required by the Articles of Incorporation and Bylaws of AAC and by applicable law.
Approval of the Merger. Unless Parent has elected pursuant to and in accordance with Section 1.3 to pursue consummation of the Merger without completion of the Offer, the Merger shall be effected in accordance with Section 251(h) of the DGCL as soon as practicable following the Acceptance Time without a vote of the stockholders of the Company. Immediately following the execution of this Agreement, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement.
Approval of the Merger. The Board of Directors of Parent and Merger Sub and the shareholder of Merger Sub shall have approved the Merger.
Approval of the Merger. As soon as reasonably practicable after the date of this Agreement, Larizza will take all action necessary in accordance with the Exchange Act, the OGCL and its Articles of Incorporation and Code of Regulations to call, give notice of, and convene a meeting (the "Meeting") of Larizza shareholders to consider and vote upon the approval and adoption of this Agreement and the Merger. As of the date of this Agreement, the Board of Directors of Larizza has determined, based in part upon the financial analysis performed by its financial advisors, that the Merger is advisable and in the best interests of the shareholders of Larizza and, subject to the fiduciary duties of Larizza's directors (as determined in good faith by a majority of Larizza's directors, based as to legal matters on a written opinion of legal counsel), shall recommend that Larizza's shareholders approve and adopt this Agreement and any other matters to be submitted to Larizza's shareholders in connection therewith. Larizza shall use reasonable efforts to solicit and secure from its shareholders such approval and adoption, subject to the fiduciary duties of the directors of Larizza (as determined in good faith by a majority of Larizza's directors, based as to legal matters on a written opinion of legal counsel). Acquisition shall cause its Board of Directors and shareholders, and Parent shall cause its Board of Directors, to approve this Agreement and the Merger contemplated by this Agreement and shall provide evidence of such approvals to Larizza at the Closing.
Approval of the Merger. The Bondholder hereby approves of the Merger and the terms in the Merger Agreement.
Approval of the Merger. As described in the Term Sheet, the closing of the Offering, which is a condition to the Company’s ability to complete the Merger, is expected to occur prior to the effective time of the Merger. As a result, each Subscriber may be a stockholder of the Company for a moment prior to the completion of the Merger. Stockholders of the Company are entitled to vote on the Merger and the Company’s Board of Directors has fixed March 6, 2008 as the record date for the Company’s stockholders entitled to vote upon the Merger. Accordingly, Subscribers in this Offering will not have the right to vote upon the Merger, or to oppose the Merger and seek an appraisal for such Subscriber’s shares of Common Stock. Rather, by subscribing for Shares pursuant to this Agreement, the Subscriber is also approving the Merger and adopting the Merger Agreement, and is authorizing the officers of the Company to execute and deliver such agreements, instruments and documents, for and in the name and on behalf of the Company, as such officer or officers may deem necessary, advisable or appropriate in order to effectuate the Merger. Further, the Subscriber understands that he/she/it does not have any right to dissent from the Merger and seek an appraisal of his/her/its Shares purchased hereby in accordance with Section 262 of the General Corporation Law of the State of Delaware.
Approval of the Merger. The Merger and this Agreement have been unanimously approved and adopted by the board or directors of Emerald and by all of the shareholders of Emerald in accordance with the CCAA, and there are no shares of capital stock of Emerald issued and outstanding that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing (such shares of Emerald capital stock, if any, being referred to collectively as the “Dissenting Shares”).
