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. (a) Promptly following the execution and delivery hereof, the Company shall distribute to Stockholders holding at least the number and class of Shares sufficient to provide the Requisite Stockholder Approval the proposed Stockholder Consent. The Company shall encourage such Stockholders to execute the Stockholder Consent and deliver such executed Stockholder Consent to the Company within 8 hours following the execution and delivery hereof. Upon obtaining the Requisite Stockholder Approval, the Company shall so notify Parent and shall provide to Parent a certificate of the Company’s secretary certifying as to such vote on behalf of the Company.
(b) As promptly as practicable after the receipt by the Company of Stockholder Consents executed by Stockholders sufficient to satisfy the Requisite Stockholder Approval, but in no event later than ten (10) Business Days following the date hereof, the Company shall, in accordance with applicable Law, including Sections 228 and 262 of the DGCL, the Company Charter, the Company Bylaws and the other Organizational Documents of the Company, promptly send (x) an information statement (the “Information Statement”) to each Stockholder that has not theretofore executed the Stockholder Consent notifying him, her or it that (i) action has been taken by less than unanimous written consent of the Stockholders, (ii) this Agreement was duly adopted and (iii) appraisal rights are available pursuant to Section 262 of the DGCL, (y) a Letter of Transmittal to each Stockholder and (z) a Cancellation Agreement to each holder of a Company Stock Option, or Company Warrant. Such notice shall be in a form reasonably acceptable to Parent and shall at all relevant times be in compliance with Section 262 of the DGCL and Law. The Company shall use its reasonable best efforts to cause all Equityholders to deliver their Letters of Transmittal, Cancellation Agreements and any other required documentation thereunder as promptly as practicable following the distribution of such Information Statement. If, as and to the extent reasonably requested by Parent, the Company shall exercise, or cause to be exercised, all rights available to it under Section 3 of the Company Stockholder Agreement and Section 4 of the Company Voting Agreement, and expeditiously comply with all obligations therein.
(c) Concurrently with or 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. 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. 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. The Warrantholder hereby approves of the Merger and the terms in the Merger Agreement.
Approval of the Merger. In the event that the Board proposes a Merger to the Shareholders,
(i) if, as a result of such Merger, the shareholders of the Merging Company would not acquire more than 20% of the shares of the Merged Entity issued and outstanding after the transaction, the Merger shall be approved by the Board and the Shareholders shall vote at the general shareholders’ meeting in favor of such Merger as proposed by the Board; and
(ii) if, as a result of such Merger, the shareholders of the Merging Company would acquire more than 20% of the shares of the Merged Entity issued and outstanding after the transaction, the Merger shall be subject to the approval of the shareholders in accordance with clause 5.2.2 (Shareholders Reserved Matters) and, for the avoidance of any doubt, each Shareholder shall vote freely as it thinks fit.