Required Corporate Action. The execution, delivery and consummation of this Merger Agreement by BOKF and Merger Corp has been duly and validly authorized by the boards of directors of BOKF and Merger Corp and, as of the Closing, will have been approved by the shareholder of Merger Corp. The approval of the shareholders of BOKF is not required. This Merger Agreement has been duly executed and delivered by duly authorized officers of BOKF and Merger Corp. This Merger Agreement constitutes a legal, valid and binding agreement and obligation of BOKF and Merger Corp enforceable against BOKF and Merger Corp in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, receivership, and other similar laws affecting the rights of creditors generally.
Required Corporate Action. The Company shall take all action required under the Delaware General Corporation Law and the Company's certificate of incorporation and its by-laws to convene a meeting of the stockholders of the Company to consider and obtain the Required Stockholder Approvals. The Company shall promptly prepare and file a proxy statement with the SEC to solicit the consents of the Company's stockholders necessary to obtain the Required Stockholder Approvals. The Company shall use its reasonable best efforts to hold the meeting of the stockholders to obtain the Required Stockholder Approvals as promptly as possible following the filing of such proxy with the SEC but in no event later than June 30, 2002. If, at any time or from time to time, the Company's certificate of incorporation needs to be amended to increase the number of authorized but unissued shares of Common Stock to permit full conversion of the outstanding shares of Series X Preferred Stock or Series Y Preferred Stock or any other action of the Company's shareholders is required to fully implement the transactions contemplated by this Agreement (including the actions necessary to obtain the Required Stockholder Approvals), each Investor shall vote all shares of capital stock of the Company (including shares of Series Y Preferred Stock and Common Stock) in favor of such action.
Required Corporate Action. The execution, delivery and consummation of this Merger Agreement has been duly and validly authorized by the board of directors of VCB and will at the time of Closing have been duly and validly authorized by the board of directors of Bank and, subject to consummation of the Closing, the shareholders of VCB and Bank in accordance with the requirements of the Arizona Bank Code, the Delaware General Corporation Law, and all other applicable law.
Required Corporate Action. The execution, delivery, and consummation of this Merger Agreement by BOKF and Park Cities have been duly and validly authorized by the boards of directors of BOKF and Park Cities and approved by the shareholders of Park Cities. The approval of the shareholders of BOKF is not required. This Merger Agreement has been duly executed and delivered by duly authorized officers of BOKF and Park Cities. This Merger Agreement constitutes a legal, valid and binding agreement and obligation of BOKF and Park Cities enforceable against BOKF and Park Cities in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, receivership, and other similar laws affecting the rights of creditors generally.
Required Corporate Action. The Company shall take all action required under the Delaware General Corporation Law and the Company's certificate of incorporation, as amended, and its By-laws to convene a meeting of the stockholders of the Company to consider and obtain the Required Stockholder Approval. The Company shall promptly (but in any event, no later than September 30, 2004) prepare and file a preliminary proxy statement with the SEC to solicit the consents of the Company's stockholders necessary to obtain the Required Stockholder Approval. The Company shall use its commercially reasonable efforts to hold the meeting of the stockholders to obtain the Required Stockholder Approval as promptly as practicable following the filing of such proxy with the SEC. If, at any time or from time to time, any other action is required to fully implement the transactions contemplated by this Agreement (including the actions necessary to obtain the Required Stockholder Approval such as providing information about such Purchaser as is required in a definitive proxy statement), each Purchaser shall take such action. INVESTORS Quaker Capital Partners I, L.P. Quaker Capital Partners II, L.P. Kings Road Investments Ltd. SF Capital Partners Ltd. Bay Resource Partners, L.P. ADAR Investment Fund Ltd. Capital Ventures International Portside Growth and Opportunity Fund Atlas Equity I, Ltd. Sunrise Equity Partners, L.P. Bluegrass Growth Fund LP Bluegrass Growth Fund, Ltd. MFN LLC Smithfield Fiduciary LLC Ursus Capital, L.P. Ursus Offshore Ltd. Wasatch Funds, Inc. for Wasatch Global Science & Technology Fund Wasatch Funds, Inc. for Wasatch Micro Cap Value Fund Delta Opportunity Fund, Ltd. ACUSPHERE, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Acusphere, Inc. 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 This Investor Questionnaire ("QUESTIONNAIRE") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.01 per share (the "COMMON STOCK"), of Acusphere, Inc., together with warrants to purchase shares of Common Stock (collectively, the "SECURITIES"). The Securities are being offered and sold by Acusphere, Inc. (the "CORPORATION") without registration under the Securities Act of 1933, as amended (the "ACT"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under appli...
Required Corporate Action. The execution, delivery and consummation of this Merger Agreement has been duly and validly authorized by the board of directors of Mid-Cities and will at the time of Closing have been duly and validly authorized by the board of directors of Mid-Cities Bank and the shareholders of Mid-Cities and Mid-Cities Bank in accordance with the requirements of the National Bank Act, the Texas Business Corporation Act and all other applicable law.
Required Corporate Action. 77 9.5 Binding Agreement.......................................................77 TABLE OF CONTENTS (continued) PAGE 9.6 No Conflicts............................................................77 9.7 Financing...............................................................79 9.8 Inspections; Limitation of Warranties...................................79 9.9 Consents................................................................80 9.10 Litigation..............................................................81 ARTICLE X
Required Corporate Action. TPG Acquisition and TPG Holding have each taken all requisite corporate action to approve this Agreement and the Merger.
Required Corporate Action. The execution, delivery and consummation of this Merger Agreement has been duly and validly authorized by the board of directors of First Muskogee and will at the time of Closing have been duly and validly authorized by the board of directors of First Muskogee Bank and the shareholders of First Muskogee and First Muskogee Bank.
Required Corporate Action. The execution, delivery and consummation of this Agreement has been, or will have been at the time of the first Issuance Date and at all times thereafter, duly and validly authorized by the board of directors of Middle Bay and, to the extent so required, by the shareholders of Middle Bay.
