Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 30 contracts
Samples: Agreement and Plan of Merger (Gn Acquisition Corp/De), Agreement and Plan of Merger (Wesco Financial Corp), Agreement and Plan of Merger (Universal Music Group Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law:
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Extendicare Inc /Can/), Agreement and Plan of Merger (GMG Acquisition Corp), Agreement and Plan of Merger (3-D Geophysical Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable law:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Pittway Corp /De/), Agreement and Plan of Merger (Guardsman Products Inc), Agreement and Plan of Merger (Lilly Industries Inc)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawLaw and the Company’s certificate of incorporation and bylaws, shall:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Stockholders Meeting. (a) If required by applicable law in order Law to consummate the Merger, the Company, acting through its Board of Directors, shall, Company shall in accordance with applicable lawLaw:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Lifecell Corp), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (Esmark INC)
Stockholders Meeting. (a) If required by applicable law Laws in order to consummate the Merger, the Company, acting through its the Board of Directors, shall, in accordance with applicable lawLaws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Snyder Dana R), Agreement and Plan of Merger (Nortek Inc), Agreement and Plan of Merger (Nortek Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable law:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:;
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shallshall promptly, in accordance with applicable lawlaw and the Company's Certificate of Incorporation and Bylaws:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Signalsoft Corp), Agreement and Plan of Merger (Emulex Corp /De/), Noncompetition Agreement (Emulex Corp /De/)
Stockholders Meeting. (a) If required by applicable law in In order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Resonate Inc), Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Stockholders Meeting. (a) If approval by the Company's --------------------- stockholders is required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, shall in accordance with applicable lawlaw and the Company's Restated Certificate of Incorporation and By-Laws as soon as practicable following the consummation of the Offer:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tie Acquisition Co), Agreement and Plan of Merger (Marmon Holdings Inc), Agreement and Plan of Merger (Pritzker Family Philanthropic Fund)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable lawLaw, and provided that this Agreement shall not have been terminated:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Security Capital Group Inc/)
Stockholders Meeting. (a) If required by applicable law Applicable Law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable lawApplicable Law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc), Iii 6 Agreement and Plan of Merger (Novacare Employee Services Inc)
Stockholders Meeting. (a) If required by applicable --------------------- law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Cheap Tickets Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dorel Industries Inc), Agreement and Plan of Merger (Precision Castparts Corp), Agreement and Plan of Merger (Wyman Gordon Co)
Stockholders Meeting. (a) If required by the Company’s certificate of incorporation or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable lawlaw and upon Parent’s request:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Acquisition CORP)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawLaw and the Company’s certificate of incorporation and bylaws, shall, as soon as reasonably practicable following the Tender Completion Time:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vnus Medical Technologies Inc), Agreement and Plan of Merger (Covidien Group S.a.r.l.), Agreement and Plan of Merger (Covidien PLC)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable lawLaw:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable lawLaw:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eon Labs Inc), Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Novartis Ag)
Stockholders Meeting. (a) If required by applicable law Law --------------------- in order to consummate the Merger, the CompanyDart, acting through its Board of Directors, shall, in accordance with applicable lawLaw and Dart's Certificate of Incorporation and Bylaws:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dart Group Corp), Agreement and Plan of Merger (Dart Group Corp), Agreement and Plan of Merger (Richfood Holdings Inc)
Stockholders Meeting. (a) If required by applicable law in order to --------------------- consummate the Merger, the Company, acting through its Board of Directors, Company shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board board of Directorsdirectors, shall, as promptly as practicable following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Convergent Holding Corp), Agreement and Plan of Merger (Convergent Holding Corp)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pure World Inc), Agreement and Plan of Merger (Naturex S.A.)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawlaw and the Company's Certificate of Incorporation and bylaws:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Company's Board of Directors, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NPF Holding Corp), Agreement and Plan of Merger (National Picture & Frame Co)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawLaw and the Company’s certificate of incorporation and by-laws, shall:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioenvision Inc), Agreement and Plan of Merger (Genzyme Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, Company shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Supply Group Inc), Agreement and Plan of Merger (Gulfside Supply, Inc.)
Stockholders Meeting. (a) If required by the Company’s articles of incorporation and/or any other applicable law laws in order to consummate the Merger, the Company, acting through its Board board of Directorsdirectors, shall, in accordance with applicable lawlaws:
Appears in 2 contracts
Samples: Plan of Merger and Acquisition Agreement (Extendicare Inc /Can/), Plan of Merger and Acquisition Agreement (Extendicare Health Services Inc)
Stockholders Meeting. (a) If required by the Company's certificate of incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board and at the direction of Directorsthe Company Board, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CLC Acquisition Corp), Agreement and Plan of Merger (Coinmach Laundry Corp)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the CompanySeller, acting through its the Seller Board of Directors, shall, in accordance with applicable lawLaw:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas Inc)
Stockholders Meeting. (a) If required by the Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sequoia Acquisition Inc), Agreement and Plan of Merger (North Face Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, Company shall in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dmi Furniture Inc), Agreement and Plan of Merger (Flexsteel Industries Inc)
Stockholders Meeting. (a) If The Company, acting through the Board, shall, if required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amscan Holdings Inc), Agreement and Plan of Merger (Factory Card & Party Outlet Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Board of Directors, shall, in accordance with and to the extent permitted by applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Shorewood Packaging Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, and subject to the fiduciary duties of the Company's Board of Directors, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ast Research Inc /De/), Agreement and Plan of Merger (Samsung Electronics Co LTD /Fi)
Stockholders Meeting. (a) If required by the Company's certificate of incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable law:Law, its Articles of Organization and its By-laws, as soon as practicable: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "STOCKHOLDERS' MEETING"); 7
Appears in 2 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp), Exhibit 1 Agreement and Plan of Merger (BBN Corp)
Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directors, Directors shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ascential Software Corp), Agreement and Plan of Merger (Mercator Software Inc)
Stockholders Meeting. (a) If required by applicable law law, and if required in order to consummate the Merger, the Company, acting through its Board of DirectorsBoard, shall, in accordance with applicable law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bayer Corp), Agreement and Plan of Merger (Bayer Corp)
Stockholders Meeting. (a) If required by applicable law law, in order to consummate the Merger, the Company, acting through its Board of DirectorsBoard, shall, in accordance with subject to the Board's fiduciary duties under applicable law, as advised by counsel:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edb 4tel Acquisition Corp)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawlaw and the Company's Certificate of Incorporation and Bylaws:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with and to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Paper Co /New/)
Stockholders Meeting. (a) If required by the Company's articles of incorporation and/or any other applicable law laws in order to consummate the Merger, the Company, acting through its Board board of Directorsdirectors, shall, in accordance with applicable lawlaws:
Appears in 1 contract
Samples: Plan of Merger and Acquisition Agreement (Assisted Living Concepts Inc)
Stockholders Meeting. (a) If required by applicable law in In order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board board of Directorsdirectors, shall, in accordance with applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)
Stockholders Meeting. (a) If required by applicable law in --------------------- order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:;
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shallshall promptly, in accordance with applicable lawlaw and the Company’s Certificate of Incorporation and Bylaws:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Openwave Systems Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of DirectorsBoard, shall, in accordance with and to the extent permitted by applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transportation Technologies Industries Inc)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:acting
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in In order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in In order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable law:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc)
Stockholders Meeting. (a) If required by applicable law law, in --------------------- order to consummate the Merger, the Company, acting through its Board of DirectorsBoard, shall, in accordance with subject to the Board's fiduciary duties under applicable law, as advised by counsel:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law:: 4
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law laws or regulations in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawlaws and regulations:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law law, in order to consummate the Merger, the Company, acting through its Board of DirectorsBoard, shall, in accordance with applicable law:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable lawlaw and the Company's Restated Certificate of Incorporation and Restated By-Laws:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Shamrock Inc)
Stockholders Meeting. (a) If required by the Certificate of --------------------- Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of DirectorsBoard, shall, in accordance with applicable law:
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:.
Appears in 1 contract
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable lawlaw and the Company's Certificate of Incorporation and By-laws:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the The Company, acting through its Board of Directors, shall, in accordance with applicable law:law (unless the Merger is consummated pursuant to DGCL Section 253):
Appears in 1 contract
