Approvals and Recommendations. Each Party acknowledges that in granting any consents, approvals or authorizations under this Agreement, and in providing any advice, assistance, recommendation or direction under this Agreement, neither such Party nor any Affiliates guarantee success or a satisfactory result from the subject of such consent, approval, authorization, advice, assistance, recommendation or direction. Accordingly, each Party agrees that neither such Party nor any of its Affiliates shall have any liability whatsoever to any other Party or any third person by reason of: (a) any consent, approval or authorization, or advice, assistance, recommendation or direction, given or withheld; or (b) any delay or failure to provide any consent, approval or authorization, or advice, assistance, recommendation or direction (except in the event of a breach of a covenant herein not to unreasonably withhold or delay any consent or approval); provided, however, that each agrees to act in good faith when dealing with or providing any advice, consent, assistance, recommendation or direction.
Approvals and Recommendations. The Boards of Directors of Company and Parent have approved and declared advisable this Amendment, and have approved the Merger and the other transactions contemplated by this Agreement and have determined to recommend that the shareholders of Company adopt and approve (i) the Merger Agreement; (ii) this Amendment to the Merger Agreement and (iii) the Merger transaction.
Approvals and Recommendations. Tenant acknowledges that in granting any consents, approvals or authorizations under this Agreement, and in providing any advice, assistance, recommendation or direction under this Agreement, neither Manager nor its Affiliates guarantee success or a satisfactory result from the subject of such consent, approval, authorization, advice, assistance, recommendation or direction. Accordingly, Tenant agrees that neither Manager nor its Affiliates shall have any liability whatsoever to Tenant or any third party by reason of (a) any consent, approval or authorization, or advice, assistance, recommendation or direction, given or withheld by Manager; or (b) any delay or failure by Manager to provide any consent, approval or authorization, or advice, assistance, recommendation or direction, except to the extent that Manager is obligated hereunder to provide or withhold such consent.
Approvals and Recommendations. 2.8.1. Corel confirms that no less than a majority of its board of directors, following consultation with its advisors, has determined:
2.8.1.1. that the Transaction is fair to the holders of Corel Common Shares and to the holders of Corel Convertible Securities who acquire Corel Common Shares upon exercise of or on conversion or exchange of Corel Convertible Securities;
2.8.1.2. that the Transaction is in the best interests of Corel; and
2.8.1.3. to recommend to the Corel Voting Securityholders that they vote to approve the Transaction Resolution and to recommend to the holders of Corel Common Shares that they vote to approve the Rights Plan Waiver Resolution.
2.8.2. The board of directors of Corel has received the opinion of CIBC World Markets Inc., Corel's financial advisors, to the effect that, as of the date of this Agreement, the consideration to be received by the holders of Corel Common Shares and to the holders of Corel Convertible Securities who acquire Corel Common Shares upon the exercise of or conversion or exchange of the Corel Convertible Securities under the Transaction is fair to those holders from a financial point of view and that opinion has not been withdrawn, reserved or modified in any material respect.
2.8.3. Corel covenants that the Circular will include, among other things, (1) the recommendation of the board of directors of Corel as described in section 2.8.1.3 and (2) the fairness opinion of CIBC World Markets Inc. to the effect set out in section 2.8.2.
Approvals and Recommendations. 2.2.1. Co-Steel confirms that its board of directors, following consultation with its advisors, has determined unanimously:
2.2.1.1. that the Transaction is fair to the Co-Steel Shareholders;
2.2.1.2. that the Transaction is in the best interests of Co-Steel; and
2.2.1.3. to recommend to the Co-Steel Shareholders that they vote to approve the Transaction Resolution and the Name Change Resolution.
2.2.2. Co-Steel represents and warrants that its board of directors has obtained advice from its financial advisors, CIBC World Markets Inc., that the consideration to be received by Co-Steel in exchange for the Co-Steel Shares to be issued by Co-Steel pursuant to the Transaction is fair, from a financial point of view, to Co-Steel.
2.2.3. Co-Steel covenants that the Circular will include, among other things, (i) the unanimous recommendation of the board of directors of Co-Steel as described in section 2.2.1.3, (ii) a statement that the members of the board of directors of Co-Steel have informed Co-Steel that they intend to vote the Co-Steel Shares held directly or indirectly by them in favour of the Transaction Resolution and the Name Change Resolution at the Meeting and (iii) the fairness opinion of CIBC World Markets Inc. to the effect that the consideration to be received by Co-Steel in exchange for the Co-Steel Shares to be issued by Co-Steel pursuant to the Transaction is fair, from a financial point of view, to Co-Steel.
2.2.4. The parties agree that the approval of the Name Change Resolution or any other items requested by Gerdau to be put before Co-Steel Shareholders at the Meeting pursuant to section 2.3 at the Meeting is not a condition to closing the Transaction.
Approvals and Recommendations. Owner acknowledges that in granting any consents, approvals or authorizations under this Agreement, and in providing any advice, assistance, recommendation or direction under this Agreement, neither Operator nor its Affiliates guarantee success or a satisfactory result from the subject of such consent, approval, authorization, advice, assistance, recommendation or direction. Accordingly, neither Operator nor its Affiliates shall have any liability whatsoever to Owner or any other Person by reason of (a) any consent, approval or authorization, or advice, assistance, recommendation or direction, given or withheld by Operator or an Affiliate, or (b) any delay or failure by Operator or an Affiliate to provide any consent, approval or authorization, or advice, assistance, recommendation or direction.
Approvals and Recommendations. 20 ARTICLE 3. PUBLICITY AND PROXY SOLICITATION
Approvals and Recommendations. (1) CLFC represents and warrants that its board of directors, following consultation with its advisors, has determined unanimously:
(a) to recommend to the CLFC Common Shareholders that they vote to approve the Transaction; and
(b) that this Agreement is in the best interests of CLFC and its shareholders.
(2) CLFC represents and warrants that its board of directors has obtained advice from its financial advisors, BMO Xxxxxxx Xxxxx Inc. and Credit Suisse First Boston LLC, that the aggregate consideration offered by Lifeco in connection with the Transaction is fair, from a financial point of view, to the CLFC Common Shareholders.
(3) The Circular will include, among other things, (i) the unanimous recommendation of the board of directors of CLFC as described in subsection (1), and (ii) the favourable opinions of BMO Xxxxxxx Xxxxx Inc. and Credit Suisse First Boston LLC which have been received and which state that the aggregate consideration offered by Lifeco in connection with the Transaction is fair, from a financial point of view, to the CLFC Common Shareholders.
Approvals and Recommendations. The Parties acknowledge that in granting any consents, approvals, or authorizations under this Ground Lease, and in providing any advice, assistance, recommendation, or direction under this Ground Lease, neither Party nor any of its Affiliates guarantee success or a satisfactory result from the subject of such consent, approval, authorization, advice, assistance, recommendation, or direction.
Approvals and Recommendations. Each party acknowledges that in granting any consents, approvals or authorizations under this Agreement, and in providing any advice, assistance, recommendation or direction under this Agreement, neither party nor any Affiliates guarantee success or a satisfactory result from the subject of such consent, approval, authorization, advice, assistance, recommendation or direction. Accordingly, each agrees that neither party shall have any liability whatsoever to the other or any third person by reason of: (a) any consent, approval or authorization, or advice, assistance, recommendation or direction, given or withheld; or (b) any delay or failure to provide any consent, approval or authorization, or advice, assistance, recommendation or direction (except in the event of a breach of a covenant herein not to unreasonably withhold or delay any consent or approval); provided, however, each agrees to act 702580413 11172554 68 in good faith when dealing with or providing any advice, consent, assistance, recommendation or direction.
