Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, if permitted by the NHBCA, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Healthsource Inc), Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Healthsource Inc)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.10the foregoing, in the event that Parentif Purchaser, the Purchaser or any other direct or indirect subsidiary of Parent Parent, shall acquire, in the aggregate, acquire at least 90% 90 percent of the outstanding Common Shares pursuant to and at least 90 percent of the Offer or otherwiseoutstanding Nonvoting Shares, then the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Acceptance Date Offer without a meeting of shareholders of the Company, in accordance with Section 60.491 253 of the OBCA. ARTICLE THREEDelaware Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company pursuant to the Offer or otherwise, otherwise the parties hereto agree shall, subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 Chapter 55-11-04 of the OBCA. ARTICLE THREENCBCA.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pca International Inc), Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (American Studios Inc)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent and subject to Article VI hereof, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 Article 5.16 of the OBCA. ARTICLE THREETBCA and Section 14A:10-5.1 of the NJBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Key Energy Group Inc), Key Energy Group Inc
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in together with the aggregateShares owned by Parent, the Purchaser or any other subsidiary of Parent, at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 905 of the OBCA. ARTICLE THREENYBCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Handy & Harman), Agreement and Plan of Merger (Handy & Harman)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or and any other subsidiary Subsidiaries of Parent shall acquire, acquire in the aggregate, aggregate at least 90% of the outstanding Common Shares of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 14-2-1104 of the OBCA. ARTICLE THREEGBCC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Communications Central Inc)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or and any other subsidiary Subsidiaries of Parent shall acquire, acquire in the aggregate, aggregate at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 253 of the OBCA. ARTICLE THREEDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (American Medserve Corp)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each outstanding class of capital stock of the Company pursuant to the Offer or otherwiseOffer, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date acceptance for payment of and payment for Securities by the Purchaser pursuant to the Offer without a meeting of shareholders of the CompanyShareholders, in accordance with Section 60.491 253 of the OBCA. ARTICLE THREEGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exide Electronics Group Inc), Agreement and Plan of Merger (BTR Acquisition Corp)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or and any other subsidiary Subsidiaries of Parent shall acquire, acquire in the aggregate, aggregate at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 00-00-000 of the OBCA. ARTICLE THREETBCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riddell Sports Inc), Agreement and Plan of Merger (Varsity Spirit Corporation)
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 13.1-719 of the OBCA. ARTICLE THREEVSCA.
Appears in 1 contract
Merger Without Meeting of Shareholders. Notwithstanding Section 2.101.8 hereof, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, acquire at least 90% of the outstanding Common Shares shares of each class of capital stock of the Company, pursuant to the Offer or otherwise, the parties hereto agree shall, at the request of Parent and subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable prac ticable after the Acceptance Date such acquisition, without a meeting of shareholders of the Company, in accordance with Section 60.491 13.1-719 of the OBCA. ARTICLE THREEVSCA.
Appears in 1 contract
