Approval of Merger. The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.
Approval of Merger. The Merger shall have been approved by the affirmative vote of a majority of the outstanding shares of Acquired Fund Common Stock and Acquiring Fund Common Stock; the Acquiring Fund shall have delivered to the Acquired Fund a copy of the resolutions approving this Agreement pursuant to this Agreement adopted by the Acquiring Fund Board, certified by its secretary; and the Acquired Fund shall have delivered to the Acquiring Fund a copy of the resolutions approving this Agreement adopted by the Acquired Fund Board and the Acquiring Fund's stockholders, certified by its secretary. 7.2
Approval of Merger. This Agreement shall have been approved by the affirmative vote of the holders of a majority of the shares of Common Stock of the Emerging Markets Telecommunications Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of a majority of the shares of Common Stock of the Emerging Markets Infrastructure Fund issued and outstanding and entitled to vote thereon; and that the Emerging Markets Infrastructure Fund shall have delivered to the Emerging Markets Telecommunications Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its secretary.
Approval of Merger. This Agreement and the Merger shall have been ------------------ unanimously approved by the Board of Directors of the Company and the Stockholders and no Stockholder shall be entitled to exercise appraisal rights.
Approval of Merger. RBB agrees to vote all of its Shares in favor of the Merger and to actively support the Merger and to execute such documents and take such steps as are reasonably necessary to consummate the Merger. On or after May 15, 1999, at the option of RBB upon 15 days prior written notice to Advantix, the New Subsidiary Preferred Stock to be received by RBB in exchange for the Preferred Shares shall be convertible into either (i) cash in the amount of U.S.$0.10 for each share of Lasergate Common Stock into which such shares could have been converted immediately prior to the consummation of the Merger (the "Cash Consideration") or (ii) 170.081 shares of Advantix Common Stock for each Preferred Share that was exchanged for such shares pursuant to the Merger (the "Stock Consideration"). On or after June 15, 1999, at the option of Advantix upon 15 days prior written notice to RBB, the New Subsidiary Preferred Stock to be received by RBB in exchange for the Preferred Shares shall be redeemable for the Cash Consideration or the Stock Consideration.
Approval of Merger. Notwithstanding any provision herein to the ------------------ contrary, upon approval by the Board of the Merger and the Merger Agreement, each Stockholder shall vote, or act by written consent, and hereby gives its written consent (subject only to such Board approval), in favor of the approval and authorization of the Merger, the Merger Agreement and the transactions contemplated thereby and shall execute all documents requested by the Board necessary to effectuate such approval and authorization. Each Stockholder agrees that it will not exercise, and hereby waives, any and all rights that it may have to dissent or seek appraisal, arising from the Merger under the Delaware General Corporation Law or any other principle of law with respect to any of its shares of capital stock of the Company.
Approval of Merger. Each Company Shareholder has voted, or will timely vote, in favor of the Merger and the transactions contemplated hereby.
Approval of Merger. The holders of Target Common Stock shall have approved this Agreement and the Merger contemplated hereby in accordance with its certificate of incorporation and by-laws and the DGCL.
Approval of Merger. The Merger has been duly and validly authorized and approved by the holders of 100% of the outstanding shares of Company Common Stock.
Approval of Merger. The Plan of Merger has been authorized and approved by the Board of Directors and stockholders of Holdings and Merger Sub, in accordance with the laws of the State of Delaware.
