Merger Resolutions definition
Examples of Merger Resolutions in a sentence
ABI shall attend and represent all of its Company Series B Shares and Diblo Series B-II Shares at the respective general extraordinary shareholders’ meeting (and any second shareholders’ meeting called by the Company or Diblo as contemplated by Section 5.09) of the Company and Diblo, as the case may be, occurring on the Shareholders’ Meetings Date and shall vote all such shares in favor of the approval of the Merger Resolutions.
In accordance with their respective Charter Documents, the Company and Diblo have all necessary corporate power and authority to execute and deliver this Agreement, and, subject to the adoption and approval of the Merger Resolutions on the Shareholders’ Meetings Date, to perform their obligations hereunder, and to consummate the transactions contemplated hereby, including the Merger.
The Company and Diblo will take, in accordance with applicable Law and the respective bylaws of the Company and Diblo, all action necessary to validly call and hold a general extraordinary shareholders’ meeting of each of the Company and Diblo on July 20, 2012 or, in the event that they are unable to hold such meetings on such date, within five days thereafter, to consider and vote upon the adoption of the Merger Resolutions.
In the event of a breach by ABI of Section 6.07 of this Agreement and a failure of the Merger Resolutions to be adopted, ABI agrees that it will reimburse the Company for all of the Transaction Expenses.
In the event that the Company or Diblo fail to obtain approval of the Merger Resolutions at such shareholders’ meetings or such shareholders’ meetings are not effective, then the Company and Diblo shall use their reasonable best efforts to call and hold a second general extraordinary shareholders’ meeting to consider and vote upon the adoption of the Merger Resolutions within thirty days following July 20, 2012.
Without limiting the foregoing, prior to holding the EGM (or any applicable Subsequent EGM), the Company will comply with all applicable requirements with respect to the holding of an EGM (or Subsequent EGM, if applicable) to act upon the Merger Resolutions, including the pre-meeting filing and publication requirements of the DCC with respect to the First-Step Merger (collectively, the “Dutch Merger Publication”).
On the Shareholders’ Meetings Date, the Company shall hold timely and validly called special shareholders’ meetings of the holders of the Company Series A Shares and of the holders of the Company Series B Shares at which the Company shall submit to such shareholders certain matters presented to the general extraordinary shareholders meeting of the Company and contained in the Merger Resolutions.
The EHI Merger Resolutions and the HPI Merger Resolutions have been duly adopted, the Reorganization Mergers have been consummated in accordance with the provisions of Section 253 of the Delaware General Corporation Law (the "DGCL") and no other corporate proceedings on the part of HPI, EHI or the Company are necessary to consummate the Reorganization Mergers.
The following Schedules are annexed to this Agreement and are hereby incorporated by reference into this Agreement and form a part hereof: Schedule Description Schedule A: Telupay Merger Resolutions; Schedule B: Telupay Shareholder Merger Resolutions; Schedule C: I-Level Merger Resolutions; Schedule D: Directors of Telupay upon the Effective Date; Schedule E: Legal Owners of and Shareholdings in Telupay upon the Effective Date; and Schedule F: Proposed Constitutional Documents of Telupay.
If necessary or appropriate to secure advance regulatory approval of the Holding Company Merger and/or the Bank Merger, Buyer shall approve the Holding Company Merger Resolutions and/or the Parties shall cause Seller Bank and Buyer Bank to approve a plan of merger with respect to the Bank Merger prior to the filing of regulatory approvals with respect to the Merger, subject to the right of Buyer to abandon the Holding Company Merger and Bank Merger.