Common use of Merger Without Meeting of Shareholders Clause in Contracts

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, in the event that Parent, Sub, or any their Affiliates shall acquire at least ninety percent (90%) of the outstanding Company Common Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of shareholders of the Company, in accordance with Section 1701.801 of the OGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Elder Beerman Stores Corp), Agreement and Plan of Merger (Bon Ton Stores Inc)

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Merger Without Meeting of Shareholders. Notwithstanding the foregoing, in the event that Parent, if Merger Sub, or any their Affiliates other direct or indirect Subsidiary of the Parent, shall acquire at least ninety 90 percent (90%) of the outstanding shares of Company Common SharesStock pursuant to the Offer, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration of the Offer, Offer without a meeting of shareholders of the Company, in accordance with Section 1701.801 302A.621 of the OGCLMBCA.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Recovery Engineering Inc)

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, in the event that Parent, if Sub, or any their Affiliates other direct or indirect subsidiary of Parent, shall acquire at least ninety 90 percent (90%) of the outstanding Company Common Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration of the Offer, Offer without a meeting of shareholders of the Company, in accordance with Section 1701.801 11.30 of the OGCLIBCA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Total Control Products Inc)

Merger Without Meeting of Shareholders. Notwithstanding -------------------------------------- the foregoing, in the event that Parent, if Sub, or any their Affiliates other direct or indirect subsidiary of Parent, shall acquire at least ninety 90 percent (90%) of the outstanding Company Common Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration of the Offer, Offer without a meeting of shareholders of the Company, in accordance with Section 1701.801 11.30 of the OGCLIBCA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Electric Co)

Merger Without Meeting of Shareholders. Notwithstanding the foregoing, in In the event that Parent, Sub, or any Merger Subsidiary and their Affiliates shall acquire have acquired in the aggregate at least ninety percent (90%) % of the issued and outstanding shares of Company Common SharesStock pursuant to the Offer or otherwise, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration acceptance for payment of and payment for shares of Company Common Stock by Merger Subsidiary pursuant to the Offer, without a meeting of shareholders of the Company, in accordance with Section 1701.801 13.1-719 of the OGCLVSCA.

Appears in 1 contract

Samples: Agreement of Merger (Noland Co)

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Merger Without Meeting of Shareholders. Notwithstanding the foregoing, in In the event that Parent, Sub, Parent or any their Affiliates Subsidiary of Parent shall acquire ownership of at least ninety percent (90%) % of the outstanding Company Common SharesShares as a result of the Offer or otherwise, the parties hereto agree to shall take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration acceptance for payment and payment for Shares by Sub pursuant to the Offer or otherwise after the acquisition of 90% of the Offer, outstanding Shares without a meeting of shareholders the Company Shareholders of the Company, Company in accordance with Section 1701.801 302A.621 of the OGCLMBCA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Asv Inc /Mn/)

Merger Without Meeting of Shareholders. Notwithstanding the foregoingSection 2.09, in the event that Parent, Sub, Purchaser or any their Affiliates other subsidiary of Parent collectively shall acquire at least ninety percent (90%) % of the outstanding shares of Company Common SharesStock pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective, effective as soon as reasonably practicable after the expiration of the Offer, Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 1701.801 302A.621 of the OGCLMBCA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Possis Medical Inc)

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