Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 24 contracts
Samples: Merger Agreement (U.S. Rare Earth Minerals, Inc), Merger Agreement (First Harvest Corp.), Merger Agreement (Atrinsic, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 6 contracts
Samples: Merger Agreement (Tactical Air Defense Services, Inc.), Merger Agreement (Solar Energy Initiatives, Inc.), Merger Agreement (Critical Digital Data, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the provisions of the DGCL.
Appears in 5 contracts
Samples: Merger Agreement (Lomond Therapeutics Holdings, Inc.), Merger Agreement (Serve Robotics Inc. /DE/), Merger Agreement (Laffin Acquisition Corp.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the provisions of the Delaware Act.
Appears in 5 contracts
Samples: Merger Agreement (Amesite Operating Co), Merger Agreement (Peninsula Acquisition Corp), Merger Agreement (Amesite Inc.)
Board Action. The Parent’s 's Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s 's stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 3 contracts
Samples: Merger Agreement (Aslahan Enterprises Ltd.), Merger Agreement (High Tide Ventures, Inc.), Merger Agreement (Alternative Energy Sources Inc)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder securityholder of each Blocker Mergersub and the Acquisition Subsidiary, and the Board of Directors Managers or Board of Directors, as applicable, of each Blocker Mergersub and the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the provisions of the DGCL.
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Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.. ARTICLE IV COVENANTS 4.1
Appears in 1 contract
Samples: Merger Agreement
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the applicable provisions of the NRS.
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Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is Mergers are advisable and in the best interests of the Parent’s stockholders and is are on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of each of the Acquisition SubsidiarySubsidiaries, and the Board of Directors of each of the Acquisition SubsidiarySubsidiaries, to approve the Merger Mergers and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Merger Agreement (GoFish Corp.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition SubsidiaryCorp., and the Board of Directors of the Acquisition SubsidiaryCorp., to approve the Merger and this Agreement by unanimous written consent.
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Board Action. The Prior to Closing, the Parent’s Board of Directors shall (a) has unanimously determined determine that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused cause the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
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Board Action. The Parent’s 's Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s 's stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder shareholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
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Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 1 contract
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is Mergers are advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition SubsidiarySubsidiaries, and the Board of Directors of the each Acquisition Subsidiary, to approve the Merger Mergers and this Agreement by unanimous written consent.
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