Merger Without Meeting of Shareholders. If Parent, Merger Subsidiary or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of shareholders of the Company in accordance with Michigan Law.
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Samples: Agreement and Plan of Merger (Comshare Inc), Agreement and Plan of Merger (Comshare Inc)
Merger Without Meeting of Shareholders. If Parent, Merger Subsidiary Purchaser or -------------------------------------- any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares shares of Company Common Stock pursuant to the Offer or otherwise, the parties hereto agree agree, subject to satisfaction or (to the extent permitted hereunder) waiver of all conditions to the Merger, to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of Shares shares of Company Common Stock pursuant to the Offer without a meeting of shareholders of the Company in accordance with Michigan LawShareholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wesley Jessen Visioncare Inc), Agreement and Plan of Merger (Novartis Inc)
Merger Without Meeting of Shareholders. If Parent, Merger Subsidiary or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent, to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of shareholders of the Company in accordance with Michigan Tennessee Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Catherines Stores Corp)
Merger Without Meeting of Shareholders. If Parent, Merger Subsidiary Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree agree, at the request of Parent, to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment of, and purchase of payment for, the Shares pursuant to the Offer without a meeting of shareholders stockholders of the Company in accordance with Michigan Lawthe DGCL.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (Dp Acquisition Corp), Offer and Merger Agreement (Air Express International Corp /De/)
Merger Without Meeting of Shareholders. If Parent, Merger Subsidiary or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, Parent may, subject to satisfaction or (to the parties hereto agree extent permitted hereunder) waiver of all conditions to the Merger, take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of shareholders of the Company in accordance with Michigan Law.to
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brunswick Technologies Inc)
Merger Without Meeting of Shareholders. If In the event that Parent, Merger Subsidiary Sub or any other Subsidiary of Parent Parent, shall acquire at least 90% ninety percent of the then-outstanding Shares pursuant to the Offer or otherwise, each of the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to be become effective as soon as practicable after the acceptance for payment and purchase of Shares pursuant to the Offer such acquisition, without a meeting of shareholders of the Company Company, in accordance with Michigan LawArticle 5.16 (in lieu of Article 5.03.B) of the TBCA.
Appears in 1 contract
