Merger Votes

Example Definitions of "Merger Votes"
Merger Votes. Means each of the following: (1) in favor of approval and adoption of the Merger or any other Transaction, the Merger Agreement (including any Amendment thereto approved by the Board of Directors of the Company), the Related Agreements, or any matter that could reasonably be expected to facilitate the Merger; (2) against any proposal or action that could reasonably be expected to delay, impede or interfere with the approval of the Merger or any... other Transaction, including (i) any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and Merger Sub and their Affiliates, and (ii) any liquidation or winding up of the Company; in each case except as provided in the Merger Agreement; (3) against any action or agreement that could reasonably be expected to result in a Breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or any Related Agreement to which the Company is a party or signatory; (4) in favor of the appointment of SIBL (or any other Person approved by the Independent Committee) as Stockholder Agent; and (5) in favor of any other matter relating to the execution and delivery of the Related Agreements and the proper and prompt consummation of the Transactions. View More Arrow
Found in SUPERIOR GALLERIES INC contract
Merger Votes. Means votes on each of the following: (1) in favor of approval and adoption of the Merger or any other Transaction, Merger, the Merger Agreement (including any Amendment amendment thereto approved by the Board of Directors of the Company), NORD), the Related Agreements, or Agreements and any matter that could reasonably be expected to facilitate the Merger; (2) against any proposal or action that could reasonably be expected to delay, impede or interfere with the approval of the Merger or any... other Transaction, Merger, including (i) any merger, consolidation, sale of assets, reorganization or recapitalization of NORD with any party other than Parent PDM USA and Merger Sub and their Affiliates, affiliates, and (ii) any liquidation or winding up of the Company; NORD, in each case except as provided in the Merger Agreement; and (3) against any action or agreement that could reasonably be expected to result in a Breach breach of any covenant, representation or warranty or any other obligation of the Company NORD under the Merger Agreement or any Related Agreement to which the Company NORD is a party or signatory; (4) in favor of the appointment of SIBL (or any other Person approved by the Independent Committee) as Stockholder Agent; and (5) in favor of any other matter relating to the execution and delivery of the Related Agreements and the proper and prompt consummation of the Transactions. signatory. View More Arrow
Found in NORD RESOURCES CORP contract
Merger Votes. Means each Each of the following: (1) in favor of approval and adoption of the Merger or any other Transaction, the Merger Agreement (including any Amendment thereto approved by the Board of Directors of the Company), the Related Agreements, or any matter that could reasonably be expected to facilitate the Merger; (2) against any proposal or action that could reasonably be expected to delay, impede or interfere with the approval of the Merger or any other Transaction, including (i) any merger,... consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and Merger Sub and their Affiliates, and (ii) any liquidation or winding up of the Company; in each case except as provided in the Merger Agreement; Transaction; (3) against any action or agreement that could reasonably be expected to result in a Breach of any covenant, representation or warranty or any other obligation of the Company Parent under the Merger Agreement or any Related Agreement to which the Company Parent is a party or signatory; (4) in favor of the appointment amendment to the Parent Articles of SIBL (or any other Person approved by Incorporation to increase the Independent Committee) as Stockholder Agent; number of authorized shares of Parent Common Stock to 30,000,000 shares; and (5) in favor of any other matter relating to the execution and delivery of the Related Agreements and the proper and prompt consummation of the Transactions. View More Arrow
Found in SUPERIOR GALLERIES INC contract
View Variations (2) Arrow
All Definitions