Board and Stockholder Approvals. The Boards of Directors of Exodus and Exodus Merger Sub and Exodus, as the sole stockholder of Exodus Merger Sub, have approved this Agreement and the Merger and each of the other transactions and agreements contemplated hereby and have resolved to recommend that the stockholders of Exodus approve the issuance of shares of Exodus Common Stock in the Merger.
Board and Stockholder Approvals. The parties further recognize that this and all subsequent agreements regarding this transaction are subject to the approval of the boards of directors of HCCA and ELF. The parties hereby certify that on or before July 24, 1996, each party shall provide the other with a certified copy of the resolution of the Board of Directors of the respective parties to this Agreement.
Board and Stockholder Approvals. Purchaser shall cause the Board of Directors of Purchaser any committee thereof to refrain from withdrawing, amending or modifying, or proposing or resolving to withdraw, amend or modify in a manner adverse to the other parties, or in any way challenge the effectiveness or validity of the approvals of their respective Board of Directors and stockholders approving the Acquisition.
Board and Stockholder Approvals. The board(s) of directors of Aurios, ZipRemit Sub and iPayMobil, respectively, deem it advisable and in the best interests of each corporation and their respective stockholders that ZipRemit Sub merge with and into iPayMobil pursuant to the Agreement, the Nevada Certificate of Merger (which is substantially in the form attached hereto as Exhibit A) and the applicable provisions of the law (such transaction hereafter referred to as the “Merger”).
Board and Stockholder Approvals. The transactions contemplated by this Agreement and the other Operative Documents have been approved unanimously by the Company Board. The Company Board has unanimously (i) adopted, approved and declared advisable all of the transactions contemplated by this Agreement and the other Operative Documents and the Stockholder Approval, (ii) directed that the Stockholder Approval be submitted to the stockholders of the Company for their approval and adoption and (iii) recommended that the stockholders of the Company adopt and grant the Stockholder Approval.
Board and Stockholder Approvals. The Board of Directors of Refraco, at a meeting of such board duly called and held prior to the time of the execution of this Agreement, by the unanimous vote of all directors present (or by unanimous written consent), (a) approved and adopted this Agreement, the Ancillary Agreements to which Refraco will be a party, the Merger, and the other transactions contemplated hereby and thereby in accordance with Refraco's Certificate of Incorporation and the GCL and (b) resolved to recommend approval and adoption of this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby by Alpine, in its capacity as the sole stockholder of Refraco. The Board of Directors of Alpine, at a meeting of such board duly called and held prior to the time of the execution of this Agreement, by the unanimous vote of all directors present (or by unanimous written consent), approved and adopted this Agreement, the Ancillary Agreements to which Alpine or Refraco will be a party, the Merger, and the other transactions contemplated hereby and thereby in accordance with Alpine's Certificate of Incorporation and the GCL both on behalf of Alpine and in Alpine's capacity as the sole stockholder of Refraco.
Board and Stockholder Approvals. Prior to the Closing, the Board of Directors of APHI, at a meeting of such board duly called, will have (a) approved and adopted this Agreement, the Ancillary Agreements to which it will be a party, the Merger and the other transactions contemplated hereby and thereby to which it will be a party in accordance with APHI's Certificate of Incorporation and the GCL and (b) resolved to recommend approval and adoption of this Agreement, the Ancillary Agreements to which it will be a party, the Merger and the other transactions contemplated hereby and thereby to which it will be a party by the APHI Shareholders. Prior to the Closing, the APHI Shareholders, at a meeting duly called, by unanimous vote of the holders of all shares of capital stock of APHI outstanding, approved and adopted this Agreement, the Ancillary Agreements to which APHI will be a party, the Merger and the other transactions contemplated hereby and thereby to which APHI will be a party in accordance with APHI's Certificate of Incorporation and the GCL.
Board and Stockholder Approvals. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) as of the date of this Agreement, has unanimously (a) approved this Agreement and the Merger and determined that this Agreement and the Merger are advisable and fair to, and in the best interests of, the Company and its stockholders, (b) approved, subject to stockholder approval of this Agreement, the Transactions and (c) directed that adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement. The requisite number of Company Stockholders, by resolutions duly adopted as of the date of this Agreement (and not thereafter modified or rescinded), have (a) approved and adopted this Agreement and the Merger and (b) approved the Transactions.
Board and Stockholder Approvals. (a) The board of directors of Acquirer, by resolutions duly adopted by written consent or at a meeting duly called and held, has approved the Transactions, including the Merger. No other corporate proceedings on the part of Acquirer are necessary to authorize the transactions contemplated by this Agreement.
Board and Stockholder Approvals. The Board of Directors of each of ------------------------------- Acquiror and Merger Sub has approved this Agreement and the Merger. The approval of the shareholders of Acquiror for this Agreement and the Merger is not required. Acquiror, as the sole stockholder of Merger Sub, has approved this Agreement and the Merger.
