Vote on Merger Clause Samples
Vote on Merger. OraLabs and Mergerco shall each, as soon as practicable but in no event later than 30 days after the execution and delivery hereof, (i) cause a special meeting of its shareholders to be called to consider and vote upon the Merger on the terms and conditions hereinafter set forth, or (ii) obtain such written consent of its shareholders as is necessary to approve the Merger. If the Merger is approved in accordance with the laws of the State of Colorado, subject to the further conditions and provisions of this Agreement, a closing of this Agreement shall be held within five business days thereafter (the "Closing"), and an Articles of Merger and all other documents or instruments deemed necessary or appropriate by the parties hereto to effect the Merger shall be executed and filed with the Secretary of State of the State of Colorado as promptly as possible thereafter. The Articles of Merger (the "Articles of Merger") so filed shall be substantially in the form of Exhibit A annexed hereto, with such changes therein as the Boards of Directors of OraLabs and Mergerco shall mutually approve.
Vote on Merger. (a) As soon as practicable after the date hereof, but in no event after June 30, 2002, SB Merger shall cause a special meeting of its shareholders to be held to consider and vote upon the transactions contemplated by this agreement, including but not limited to the Merger, the change of SB Merger's name to "RxBazaar, Inc.," the authorization of additional shares of SB Merger Common Stock, amendments to SB Merger Corp.'s certificate of incorporation and by-laws, and adoption of a stock option plan allowing for the granting of options to purchase up to 1,500,000 shares of SB Merger Common Stock (collectively, the "Shareholder Matters"). SB Merger shall promptly take such actions as may be necessary to effect the foregoing, including filing and using its commercially reasonable best efforts to cause to be declared effective a Post-Effective Amendment to its Form SB-2 Registration Statement, File No. 333-39044 (the "Post-Effective Amendment") pursuant to Rule 419 ("Rule 419") under the Securities Act of 1933, as amended (the "Securities Act").
Vote on Merger. (a) As soon as practicable after the date hereof, Pinoak shall cause a special meeting of its shareholders to be held to consider and vote upon the transactions contemplated by this agreement, including but not limited to the Merger, the change of Pinoak's name to " Nutri Pharmaceutical Research, Inc." the authorization of additional shares of Pinoak Common Stock, amendments to Pinoak, Inc.'s certificate of incorporation and by-laws (collectively, the "Shareholder Matters"). Pinoak shall promptly take such actions as may be necessary to effect the foregoing, including filing and using its commercially reasonable best efforts to cause to be declared effective a Post-Effective Amendment to its Form SB-2 Registration Statement, File No. 333- 76242 (the "Post-Effective Amendment") pursuant to Rule 419 ("Rule 419") under the Securities Act of 1933, as amended (the "Securities Act").
Vote on Merger. (a) As soon as practicable after the date hereof, ▇▇▇▇ shall obtain the required approval of its shareholders to the Merger in accordance with the TBCA.
(b) As soon as practicable after the date hereof, Mergerco shall obtain the written consent of its shareholder to approve the Merger in accordance with DGCL.
(c) If the Merger is approved by the shareholders of ▇▇▇▇ and Mergerco in accordance with the laws of the States of Texas and Delaware, subject to the further conditions and provisions of this Agreement, a closing of the transactions contemplated by this Agreement shall be held (the "CLOSING"), and a certificate of merger and all other documents or instruments deemed necessary or appropriate by the parties hereto to effect the Merger shall be executed and filed with the Secretaries of State of the States of Texas and Delaware as promptly as possible thereafter. The certificate of merger (the "CERTIFICATE OF MERGER") so filed shall be in the form as the Boards of Directors of ▇▇▇▇ and Mergerco shall mutually approve. The date and time that such Certificate of Merger is accepted for filing by the Secretaries of State of the States of Texas and Delaware shall be the "EFFECTIVE TIME."