Common use of Vote/Approval Required Clause in Contracts

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 16 contracts

Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger

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Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or Offer and the transactions contemplated herebyMerger.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cardiogenesis Corp /CA)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 5 contracts

Samples: Support and Tender Agreement (Bed Bath & Beyond Inc), Agreement and Plan of Merger (Cost Plus Inc/Ca/), Agreement and Plan of Merger (Claires Stores Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of the Parent is necessary to approve this Agreement or the Offer, the Merger or the transactions contemplated herebyother Transactions. The vote or consent of the Parent as the sole stockholder of Merger Sub the Purchaser (which shall have occurred prior to occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub the Purchaser necessary to approve this Agreement or Agreement, the Offer, the Merger or and the transactions contemplated herebyother Transactions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Epolin Inc /Nj/), Agreement and Plan of Merger (Ev3 Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Ace Cash Express Inc/Tx), Agreement and Plan of Merger (Williams Scotsman International Inc), Agreement and Plan of Merger (Haggar Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement the Offer or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder of Merger Sub Purchaser (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve this Agreement Agreement, the Offer or the Merger or the transactions contemplated herebyMerger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Provention Bio, Inc.), Agreement and Plan of Merger (Acceleron Pharma Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of share capital stock of Parent is necessary to approve this Agreement or Agreement, the Plan of Merger or the transactions contemplated herebyTransactions, including the Merger. The vote or consent of Parent Parent, as the sole stockholder shareholder of Merger Sub (which shall have has occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of share capital stock of Merger Sub necessary to authorize and approve this Agreement or Agreement, the Plan of Merger or and the transactions contemplated herebyTransactions, including the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ho Chi Sing), Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (Mecox Lane LTD)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger Mergers or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of each of the Merger Sub Subs (which shall have occurred prior to the First Effective Time) is the only vote or consent of the holders of any class or series of capital stock of either of the Merger Sub Subs necessary to approve this the Agreement or the Merger Mergers or the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (FGL Holdings), Agreement and Plan of Merger (Fidelity National Financial, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent or its Subsidiary as the sole stockholder of Merger Sub (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated herebyMerger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or and the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Drugstore Com Inc), Agreement and Plan of Merger (Audience Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent or its Subsidiary as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated herebyMerger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Seagen Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Holdco or Parent is necessary to approve this Agreement or the Merger or Transactions, including the transactions contemplated herebyMerger. The vote or consent of Parent Parent, as the sole stockholder of Merger Sub (which shall have has occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or and the Merger or Transactions, including the transactions contemplated herebyMerger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Full Alliance International LTD), Agreement and Plan of Merger (Yongye International, Inc.), Agreement and Plan of Merger (Morgan Stanley)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of HoldCo and of HoldCo as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is are the only vote votes or consent consents of the holders of any class or series of capital stock of HoldCo or Merger Sub necessary to approve this Agreement or and the Merger or and the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Ameristar Casinos Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated herebyMerger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (La Quinta Holdings Inc.), Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent Parent, and/or one or more wholly-owned Subsidiaries of Parent, as the sole stockholder stockholder(s) of Merger Sub (which shall have occurred prior to occur on the Effective Timedate hereof promptly following the execution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or and the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.), Agreement and Plan of Merger (Sevcon, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following execution of the Effective TimeAgreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates (other than Merger Sub) is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Karuna Therapeutics, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (ADT Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ashworth Inc), Agreement and Plan of Merger (Hughes Network Systems, LLC), Agreement and Plan of Merger (Newport Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Red Lion Hotels CORP), Agreement and Plan of Merger (Electro Scientific Industries Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyFinancing. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Timehas been obtained) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve and adopt this Agreement or Agreement, the Merger or the transactions contemplated herebyother Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Huntsman International LLC), Agreement and Plan of Merger (Hexion Specialty Chemicals, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Holdings or Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or Agreement, the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Offer, the Merger or and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Kimberly Clark Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder of Merger Sub (Sub, which shall have occurred prior to the Effective Time) execution and delivery of this Agreement, is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve and adopt this Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medical Action Industries Inc), Agreement and Plan of Merger (Owens & Minor Inc/Va/)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of the Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of the Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interactive Data Corp/Ma/), Agreement and Plan of Merger (Interactive Data Holdings Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement the Offer or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub Purchaser (which shall have occurred prior to occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve this Agreement Agreement, the Offer or the Merger or the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Sanofi-Aventis)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Timberland Co)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement Agreement, the Offer or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (Purchaser, which shall have occurred prior to the Effective Time) date hereof, is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve this Agreement Agreement; the Offer or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tb Woods Corp), Agreement and Plan of Merger (Altra Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent NICE Systems Inc. as the sole stockholder of Merger Sub Subsidiary (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Subsidiary necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (inContact, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (Jekogian Iii Nickolas W)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent Buyer is necessary to approve this Agreement or the Merger Transition Agreement or the transactions contemplated herebyhereby or thereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) Buyer is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger Transition Agreement or the transactions contemplated herebyhereby or thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Select Medical Corp), Stock Purchase Agreement (Healthsouth Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Offer, the Merger or and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Health Fitness Corp /MN/), Agreement and Plan of Merger (Trustco Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent Services, a wholly-owned subsidiary of Parent, as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) Acquiror is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Parent or Acquiror necessary to approve this Agreement or the Merger or the transactions contemplated herebyhereby and Parent will cause such vote to be obtained on the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Trammell Crow Co), Agreement and Plan of Merger (Cb Richard Ellis Group Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of shares in its capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent (or a wholly-owned Subsidiary of Parent) as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to occur promptly following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of shares in its capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SMART Global Holdings, Inc.), Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder member of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Trust Agreement (Hilton Grand Vacations Inc.), Trust Agreement (Bluegreen Vacations Holding Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or written consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Timeimmediately following execution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or the Merger or to approve the transactions contemplated hereby, including the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tempur Pedic International Inc), Agreement and Plan of Merger (Sealy Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock common shares of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Timehas been obtained) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve and adopt this Agreement or Agreement, the Merger or the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Itt Corp), Agreement and Plan of Merger (Edo Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or and the Merger or and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Penford Corp), Agreement and Plan of Merger (Ingredion Inc)

Vote/Approval Required. (a) No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this the Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CF Corp), Agreement and Plan of Merger (Fidelity & Guaranty Life)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Timeimmediately following execution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Brightpoint Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement the Offer or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder of Merger Sub Purchaser (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve this Agreement Agreement, the Offer or the Merger or the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sigilon Therapeutics, Inc.), Agreement and Plan of Merger (Akouos, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its subsidiaries (other than Merger Sub) is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genesee & Wyoming Inc), Agreement and Plan of Merger (Seacor Holdings Inc /New/)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyother Transactions. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to will be obtained immediately after the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve and adopt this Agreement or Agreement, the Merger or the transactions contemplated herebyother Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of the Parent is necessary to approve adopt this Agreement or approve the Merger. The adoption of this Agreement and the approval of the Merger or the transactions contemplated hereby. The vote or consent of by Parent in its capacity as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is was the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Financial Partners Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement Agreement, the Offer or the Merger or the transactions contemplated hereby. The affirmative vote or consent of Parent as the sole stockholder of Merger Sub (Purchaser, which shall have has occurred prior to the Effective Time) date hereof, is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve this Agreement Agreement, the Offer or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Datascope Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent Holdings, as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TNS Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve adopt this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following execution of the Effective TimeAgreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Del Monte Foods Co)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates (other than Merger Sub) is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent adoption of this Agreement by a Subsidiary of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to occur immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent or one or more wholly-owned subsidiaries of Parent as the sole stockholder stockholder(s) of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.. ARTICLE V

Appears in 1 contract

Samples: Agreement and Plan of Merger

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock limited liability company interests of Parent is necessary to approve adopt this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seitel Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of each of Merger Sub (which shall have occurred prior to the Effective Time) Subs is the only vote or consent of the holders of any class or series of capital stock of the Merger Sub Subs necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Voting Agreement (Diligent Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or Transactions, and the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders holder of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ameron International Corp)

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Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock or share capital of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of share capital stock of Merger Sub necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fly Leasing LTD)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or Agreement, the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to will occur immediately following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Getty Images Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of the Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyother Transactions. The vote or consent of the Parent as the sole stockholder of Merger Sub (which shall have occurred prior to occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or and the transactions contemplated herebyother Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersect ENT, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or and the Merger or the transactions contemplated herebyMerger. SEC Reports .

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cryolife Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock shares of Parent is necessary to approve this Agreement or the Merger or Transactions, including the transactions contemplated herebyMerger. The vote or consent of Parent Parent, as the sole stockholder shareholder of Merger Sub (which shall have occurred has been passed as a special resolution of the shareholder of Merger Sub prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock shares of Merger Sub necessary to approve this Agreement or Agreement, the Plan of Merger or and the transactions contemplated herebyTransactions, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perfect World Co., Ltd.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub Acquisition (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Acquisition necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to will occur immediately following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or and approve the Merger or and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Brands, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or Agreement, the Merger or the other transactions contemplated herebyby this Agreement. The vote or consent of Parent Parent, as the sole stockholder of Merger Sub (which shall have has occurred prior to the Effective Time) date hereof), is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PHH Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Circor International Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent approval of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or and the Merger or and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Winner Medical Group Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve adopt this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tollgrade Communications Inc \Pa\)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent Parent, or of a direct or indirect wholly-owned Subsidiary of Parent, as the sole stockholder shareholder of Merger Sub Sub, (which vote or consent shall have occurred prior to the Effective Time) ), is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deb Shops Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or written consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to within 24 hours after the Effective Timeexecution hereof) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or the Merger or to approve the transactions contemplated hereby, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HUGHES Telematics, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to was delivered in connection with the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Foundation Building Materials, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock or equity interest of Parent is necessary to approve this Agreement Agreement, the Ancillary Agreements to which Parent is a party or the Merger or the transactions contemplated herebyTransactions. The vote or consent of Parent Parent, as the sole stockholder or interest-holder of the Merger Sub (which shall have occurred prior to the Effective Time) has been obtained), is the only vote or consent of the holders of any class or series of capital stock or equity interest of the Merger Sub necessary to approve and adopt this Agreement or Agreement, the Ancillary Agreements to which the Merger or Sub is a party and the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Air Methods Corp)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.. SECTION 4.11

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neiman Marcus Group Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent or one or more wholly-owned subsidiaries of Parent as the sole stockholder stockholder(s) of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reebok International LTD)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates (other than Merger Sub) is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent approval of this Agreement by Parent as the sole stockholder of Merger Sub (which shall have occurred prior to occur immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ClubCorp Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub Subsidiary (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Subsidiary necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (InvenSense Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates (other than Merger Sub) is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary required to approve this Agreement or Agreement, the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or Agreement, the Merger or and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vericity, Inc.)

Vote/Approval Required. No Other than the Parent Requisite Vote, no vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates (other than Merger Sub) is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vivint Solar, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent Buyer is necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated hereby, other than any vote or approval obtained prior to the date hereof. The vote or consent of Parent Buyer as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or approve the Merger or and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Tire Distributors Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub to adopt this Agreement (which shall have occurred prior to immediately following execution of the Effective TimeAgreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or to approve the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primedia Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to immediately following execution of the Effective TimeAgreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kinetic Concepts Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Timewithin 24 hours of execution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or Agreement, the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve adopt this Agreement or Agreement, the Merger or and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (State National Companies, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of the Parent Common Stock is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of the Parent as the sole stockholder shareholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (T Bancshares, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or NICE is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub Subsidiary (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Subsidiary necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LiveVox Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the other transactions contemplated hereby. The vote or consent of Parent LLC as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement Agreement, the Offer, the Merger, or the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (O Reilly Automotive Inc)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of the Parent is necessary to approve adopt this Agreement or approve the Merger. The adoption of this Agreement and the approval of the Merger or the transactions contemplated hereby. The vote or consent of by Parent in its capacity as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) Subsidiary is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Subsidiary necessary to approve adopt this Agreement or approve the Merger or the transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lumos Networks Corp.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or Agreement, the Merger or any of the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Habit Restaurants, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent or any of its Affiliates is necessary to approve this Agreement or the Merger or the transactions contemplated hereby, including the Merger. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to immediately following the Effective Timeexecution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby., including the Merger. SECTION 4.10

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diversified Restaurant Holdings, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger. The vote or consent of Parent as the sole stockholder shareholder of Merger Sub Purchaser (which shall have occurred prior to will occur promptly following the Effective Timeexecution and delivery of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub Purchaser necessary to approve this Agreement or the Merger or the transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ImmunoGen, Inc.)

Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated herebyother Transactions. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Timehas been obtained) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve and adopt this Agreement or Agreement, the Merger or the transactions contemplated herebyother Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman CORP)

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