Board Approval and Recommendation. The Board of Directors of the Company has determined that an immediate sale and assignment of the Assets pursuant to this Agreement under Sections 363 and 365 of the Bankruptcy Code is in the best interests of the Company.
Board Approval and Recommendation. The board of managers (or similar governing body) of each Seller has determined that, based upon its consideration of the available alternatives and subject to the approval of the Bankruptcy Court and the provisions in this Agreement regarding the solicitation of an Alternative Transaction, a sale, assignment and assumption of the Purchased Assets and Assumed Liabilities pursuant to this Agreement under sections 105, 363 ad 365 of the Bankruptcy is and are each in the best interests of such Seller.
Board Approval and Recommendation. By a unanimous vote the Board of --------------------------------- Directors of ViComp (a) approved and adopted this Agreement, (b) determined that the transactions contemplated by this Agreement are in the best interests of ViComp and the Shareholders and (c) resolved to recommend that the Shareholders approve this Agreement and the transactions contemplated hereby.
Board Approval and Recommendation. The Board of Directors of Company (the “Company Board”), by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Company and its shareholders, (ii) adopted and approved this Agreement, the Merger and the transactions contemplated hereby and (iii) recommended that the shareholders of Company adopt this Agreement and approve the Merger (collectively, the “Recommendation”).
Board Approval and Recommendation. The Board of Directors of Parent has (i) determined that this Agreement and the transactions contemplated hereby, including the purchase of the Purchased Assets by Purchaser in accordance with the Bidding Procedures, are advisable, fair to and in the best interests of the Sellers' chapter 11 estates, (ii) determined that an immediate sale of the Purchased Assets pursuant to Section 363 of the Bankruptcy Code is necessary to preserve the value of the Purchased Assets, and (iii) approved this Agreement and the transactions contemplated hereby.
Board Approval and Recommendation. Prior to the execution of this Agreement, the Board of Directors of the Company, at a meeting duly called and held, unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Offer, are fair to the stockholders of the Company, (b) approved this Agreement and the transactions contemplated hereby, (c) recommended that the Company’s stockholders tender their shares of Common Stock pursuant to the Offer and, if applicable, approve this Agreement and the transactions contemplated herein, including the Merger, and (d) approved, for purposes of Rule 16b-3 under the Exchange Act, the disposition by the executive officers and directors of the Company of Common Stock and Company Options in connection with the Offer and the Merger.
Board Approval and Recommendation. The Boards of Directors of the Sellers have determined that an immediate sale and assignment of the Assets pursuant to this Agreement under sections 105, 363 and 365 of the Bankruptcy Code is in the best interests of the Sellers ("Sellers' Boards Determination").
Board Approval and Recommendation. Seller’s board of directors, or an authorized committee thereof (collectively, “Seller’s Board”), at a meeting duly called and held prior to the date hereof, and not subsequently rescinded or modified in any way, has duly (i) unanimously declared the advisability of and approved this Agreement and the Transition Services Agreement and determined that this Agreement, the Transition Services Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of Seller, its subsidiaries and its stockholders as a whole and (ii) resolved to recommend that the stockholders of Seller vote in favor of a resolution approving the transactions contemplated herein at the Stockholder Meeting (the “Board Recommendation”). Seller has taken all necessary actions so that the provisions of Section 203 of the DGCL, as amended, will not apply to the transactions contemplated by this Agreement. No other state takeover statute is applicable to the transactions contemplated by this Agreement. Seller does not have any “poison pill” or similar antitakeover device.
Board Approval and Recommendation. The Special Committee has, at a meeting thereof duly called and held, (a) determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Corporation and the shareholders of the Corporation, and has declared that the Merger is advisable, (b) approved the Merger and this Agreement and (c) recommended that the board of directors of the Corporation approve and adopt the Merger and this Agreement. The board of directors of the Corporation has, at a meeting duly called and held, (a) determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Corporation and the shareholders of the Corporation, and declared that the Merger is advisable and (b) approved the Merger and this Agreement. None of the foregoing determinations, approvals or 19 recommendations will have been revoked or otherwise modified or amended at any time on or prior to the Closing Date.
Board Approval and Recommendation. The Board of Directors of the Company has unanimously (i) approved this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (ii) determined that the transactions contemplated herein and therein are advisable and in the best interests of the stockholders of the Company and on terms that are fair to such stockholders and (iii) recommended that the stockholders approve the Merger.
