Board Action; Vote Required. (a) The Board of Directors of the Company has unanimously determined that the transactions contemplated by this Agreement are in the best interests of the Company and its stockholders and has resolved to recommend to such stockholders that they vote in favor thereof. (b) The approval of the Merger of Company into the Company Merger Sub by a majority of the votes entitled to be cast by all holders of Company Common Stock (the “Company Stockholders’ Approval”) is the only vote of the holders of any class or series of the capital stock of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby, in accordance with the provisions of Delaware Law, any applicable United States federal and state securities laws and the Certificate of Incorporation and Bylaws of the Company, each as amended and as currently in effect. (c) The Company Key Stockholders, together, hold the requisite voting power to obtain the Company Stockholders’ Approval.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Brekford Traffic Safety, Inc.), Agreement and Plan of Merger (Novume Solutions, Inc.), Merger Agreement (Brekford Corp.)
