Merger Without Meeting of Shareholders. If Purchaser, in combination with Parent or any other direct or indirect Subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of shareholders of the Company, in accordance with Section 14A:10-5.1 of the Corporation Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Cunningham Graphics International Inc)
Merger Without Meeting of Shareholders. If Purchaser, in combination with Parent or any other direct or indirect Subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of shareholders of the Company, in accordance with Section 14A:10-5.1 253 of the Corporation Law.
Appears in 2 contracts
Samples: Agreement of Merger (Crowley Maritime Corp), Agreement of Merger (Marine Transport Corp)
Merger Without Meeting of Shareholders. If Purchaser, in combination with Parent or any other direct or indirect Subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of shareholders of the Company, in accordance with Section 14A:10-5.1 253 of the Corporation LawDGCL.
Appears in 1 contract
Merger Without Meeting of Shareholders. If Purchaser, in combination with Parent -------------------------------------- or any other direct or indirect Subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company and Parent elects, in its sole discretion, to consummate the Merger in accordance with Section 180.1104 of the WBCL without a meeting of shareholders of the Company, each of Parent, Purchaser and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of shareholders of the Company, in accordance with Section 14A:10-5.1 of the Corporation Lawsuch Section.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
