Consent to Merger; Waiver of Dissenters' Rights Sample Clauses

Consent to Merger; Waiver of Dissenters' Rights. Each Shareholder, in his or her capacity as a shareholder of the Company, and the Purchaser, in its capacity as a share holder of the Acquisition Subsidiary, hereby (i) consent to the Merger pursuant to Chapter 12 of the CGCL, and (ii) irrevocably and unconditionally waive all dissenters' and other similar rights with respect to the Merger under and pursuant to Chapter 13 of the CGCL.
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Consent to Merger; Waiver of Dissenters' Rights. By their ----------------------------------------------- execution of this Agreement, each Seller (a) consents to the Merger and to the taking of shareholder action to approve the Merger without a meeting; (b) acknowledges that he or it is aware of his or its right to dissent to the Merger and demand payment for shares of SI Common Stock in accordance with Tennessee Law; and (c) waives such rights to dissent and demand payment with respect to the Merger.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement each FGI Shareholder (a) consents to the terms of the Merger and to the taking of shareholder action to approve the Merger without a meeting, (b) acknowledges that he or it is aware of his or its rights to dissent to the Merger and demand payment for his or its shares of FGI Common Stock or Series A Preferred Stock in accordance with the FBCA, and (c) waives such rights to dissent and demand payment.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement, each TEAMM Principal (a) consents to the terms of the Merger and to the taking of stockholder action to approve the Merger without a meeting (which shall constitute Required Stockholder Approval as defined in Section 6.1.1), (b) acknowledges that he is aware of his rights to dissent to the Merger and demand payment for his shares of TEAMM Capital Stock in accordance with the DGCL and TEAMM’s Bylaws, and (c) waives such rights to dissent and demand payment.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement each EHI Stockholder (a) consents to the terms of the Merger and to the taking of stockholder action to approve the Merger without a meeting, (b) acknowledges that he is aware of his rights to dissent to the Merger and demand payment for his shares of EHI Common Stock in accordance with the DGCL, and (c) waives such rights to dissent and demand payment.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement, each Analytica Stockholder (a) consents to the terms of the Merger and to the taking of stockholder action to approve the Merger without a meeting (which shall constitute Required Stockholder Approval as defined in Section 6.1.1, (b) acknowledges that he is aware of his rights to dissent to the Merger and demand payment for his shares of Analytica Capital Stock in accordance with the NJBCA and Analytica’s Bylaws, and (c) waives such rights to dissent and demand payment.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement each QS Shareholder (a) consents to the terms of the Merger and to the taking of shareholder action to approve the Merger without a meeting, (b) acknowledges that he or she is aware of his or her rights to dissent to the Merger and demand payment for his or her shares of QS Common Stock in accordance with Section 1300 of the California Corporations Code, and (c) waives such rights to dissent and demand payment.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement each Delta Shareholder (a) consents to the terms of the Merger and to the taking of shareholder action to approve the Merger without a meeting, (b) acknowledges that he is aware of his rights to dissent to the Merger and demand payment for his shares of Delta Common Stock in accordance with the TBCA and Delta's bylaws, and (c) waives such rights to dissent and demand payment.
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Consent to Merger; Waiver of Dissenters' Rights. By their execution of this Agreement each PTI Shareholder (a) consents to the terms of the Merger and to the taking of shareholder action to approve the Merger without a meeting, (b) acknowledges that he is aware of his rights to dissent to the Merger and demand payment for his shares of PTI Common Stock in accordance with the NYBCL and PTI's bylaws, and (c) waives such rights to dissent and demand payment.
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Related to Consent to Merger; Waiver of Dissenters' Rights

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

  • Merger or Consolidation Conversion Reorganization Section 3.Master Feeder Structure Section 4.Absence of Appraisal or Dissenters’ Rights Section 5.Reclassification of the Trust ARTICLE IX AMENDMENTS Section 1.

  • CONDITIONS PRECEDENT TO MERGER 5.01 Conditions Precedent to Obligations of Parent, Sub and the Company. The respective obligations of Parent and Sub, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:

  • Limitation on Consolidation, Merger, Sale or Conveyance (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless:

  • Binding Effect/Merger or Reorganization This Agreement shall be binding upon and inure to the benefit of the Executive and the Employer and, as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns. Accordingly, the Employer shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Employer under this Agreement. Upon the occurrence of such event, the term "Employer" as used in this Agreement shall be deemed to refer to such surviving or successor firm, person, entity or corporation.

  • Effect of Reorganization Etc The purchase price per Share and similar provisions in this Agreement shall be equitably adjusted to reflect any stock split, subdivision, stock dividend, extraordinary dividend or dividends or other reclassification, consolidation or a combination of Andina´s voting securities or any similar action or transaction which occurs after the date of this Agreement.

  • CONDITIONS TO MERGER Section 6.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction or waiver by each party prior to the Effective Time of the following conditions:

  • Legal Conditions to Merger Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

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