Approval and Recommendation Clause Samples
The 'Approval and Recommendation' clause establishes the requirement for one party to formally approve or endorse certain actions, documents, or decisions before they can proceed. In practice, this clause may specify which individuals or departments have the authority to grant approval, outline the process for submitting items for review, and set timelines for providing recommendations. Its core function is to ensure oversight and accountability, preventing unauthorized actions and promoting informed decision-making within the agreement.
Approval and Recommendation. The Board of Directors of PowerCerv, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of PowerCerv its shareholders (ii) approved this Agreement and the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of PowerCerv approve and adopt this Agreement. The Board of Directors of PowerCerv has reviewed the opinion of Capitalink, L.C., financial advisor to the Board of Directors of PowerCerv (the "Financial Advisor"), that, as of the date of this Agreement, the consideration to be received pursuant to this Agreement is fair to the shareholders of PowerCerv from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Proxy Statement (as defined below).
Approval and Recommendation. The Board of Directors of Seller, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Seller its shareholders, and (ii) approved this Agreement and the transactions contemplated hereby. The shareholders of Seller do not need to approve or adopt this Agreement. The Board of Directors of Seller has reviewed the opinion of CBIZ Valuation Group, Inc., financial advisor to the Board of Directors of Seller (the “Financial Advisor”), that, as of the date of this Agreement, the consideration to be received pursuant to this Agreement is fair to the shareholders of Seller from a financial point of view (the “Fairness Opinion”).
Approval and Recommendation. Neither the Special Committee nor the Board shall have withdrawn its approval or recommendation to the ▇▇▇▇▇▇ Industries shareholders of this Agreement, the Exchange and the other transactions contemplated hereby; PROVIDED, HOWEVER, that any such withdrawal shall have been made in good faith based on a determination that such withdrawal is in the best interest of ▇▇▇▇▇▇ Industries and its shareholders and is consistent with the fiduciary duties of the ▇▇▇▇▇▇ Industries Board.
Approval and Recommendation. The Special Committee, which consists solely of two or more directors, each of whom the Company Board has determined to be a “disinterested director” (as defined in Section 144 of the DGCL), has, at a duly convened and held meeting at which all members of the Special Committee were present, duly and unanimously adopted resolutions (which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or in any way withdrawn and, after the date of this Agreement, have not been rescinded, modified or in any way withdrawn except in compliance with the terms and conditions set forth in this Agreement) that (a) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders and (b) made the Special Committee Recommendation. The Company Board, at a duly convened and held meeting at which all members of the Company Board were present, acting on the Special Committee Recommendation, duly and unanimously adopted resolutions (which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or in any way withdrawn, and, after the date of this Agreement, have not been rescinded, modified or in any way withdrawn except in compliance with the terms and conditions set forth in this Agreement) (i) determining that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) adopting and approving this Agreement and the Transactions, including the Merger, and declaring that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (iii) directing that this Agreement be submitted to the stockholders of the Company for its adoption and (iv) recommending that the stockholders of the Company adopt this Agreement and approve the Merger in accordance with the DGCL (the matters described in clauses (i) through (iv), the “Company Recommendation”).
Approval and Recommendation. (i) The Special Committee, at a meeting duly called and held, has received each of the Valuation and the Fairness Opinions and, after consultation with its financial and legal advisors, has:
(A) unanimously determined that the Arrangement is in the best interests of the Company; and
(B) unanimously recommended that the Unconflicted Company Board (1) approve the Arrangement, (2) enter into this Agreement and the transactions contemplated herein and (3) recommend that Company Shareholders vote in favour of the Arrangement Resolution.
(ii) The Company Board, at a meeting duly called and held, has received each of the Valuation and the Fairness Opinions and, after receiving legal and financial advice and the recommendation of the Special Committee, the Unconflicted Company Board has unanimously:
(A) approved the execution and delivery of this Agreement by the Company and the transactions contemplated by this Agreement;
(B) determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders, other than the Purchaser; and
(C) recommended that Company Shareholders vote in favour of the Arrangement Resolution.
Approval and Recommendation. The Company hereby approves of and consents to the Merger and represents that the Company's Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are fair to and in the best interests of the Company and its stockholders (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, in all respects and such approval constitutes approval of this Agreement and the Merger for purposes of Articles 5.03 and 13.03 of the Texas Business Corporation Act (the "TBCA"), and (iii) resolved to recommend that the shareholders of the Company approve and adopt this Agreement and the Merger; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent provided in Section 6.2(b). The Company also represents that the Company's Board has reviewed the opinion of Capital West Securities, Inc., financial advisor to the Company's Board (the "Financial Advisor"), that, as of the date of this Agreement, the consideration to be received pursuant to this Agreement is fair to the stockholders of the Company from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Proxy/Registration Statement (as defined below).
Approval and Recommendation. The Company Board, at a meeting thereof duly called and held, duly adopted unanimous resolutions (which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or withdrawn in any way) (i) determining that this Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders, (ii) approving this Agreement and the Transactions, including the Merger, and declaring that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders and (iii) resolving to recommend that the stockholders of the Company adopt this Agreement and approve the Merger in accordance with the DGCL (the matters described in clauses (i) through (iii), the “Company Recommendation”).