Board Approval; Required Vote. (a) As of the date hereof, this Agreement and the transactions contemplated hereby have been approved by AMCON's Board of Directors.
(b) No votes of the holders of any class or series of capital stock of AMCON is required by law, rule, regulation or rule of the American Stock Exchange to approve and adopt this Agreement and/or any of the other transactions contemplated hereby, including the Merger.
Board Approval; Required Vote. (a) he Boards of Directors of each of Parent and Merger Sub have, at meetings duly called and held, by a unanimous vote of those directors voting on such matters: (i) approved and declared advisable this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to and in the best interests of Parent and Merger Sub, as applicable, and each of their respective stockholders; (iii) resolved to recommend to the stockholders of Parent (the “Parent Board Recommendation”) the approval of the issuance of shares of Parent Common Stock in connection with the Merger and the transactions contemplated hereby (including shares of Parent Common Stock issuable upon the exercise of Company Warrants assumed in the Merger and upon exercise of the Warrants issued in the Merger); and (iv) directed that such matters be submitted to the stockholders of Parent for their approval.
(b) The Parent Stockholder Approval is the only vote of the holders of any class or series of capital stock of Parent necessary to approve the issuance of shares of Parent Common Stock in the Merger and the transactions contemplated hereby (including shares of Parent Common Stock issuable upon the exercise of Company Warrants assumed in the Merger and upon exercise of the Warrants issued in the Merger).
Board Approval; Required Vote. (a) The Board of Directors of the Company has, at a meeting duly called and held at which all members were present or by a unanimous written consent: (i) approved and declared advisable this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to and in the best interest of the Company and its stockholders; (iii) resolved to recommend to the stockholders of the Company (A) the approval of the Merger and the other transactions contemplated hereby and (B) the approval and adoption of this Agreement; and (iv) directed that this Agreement be submitted to the stockholders of the Company for their approval and adoption. None of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.
(b) The affirmative vote of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement, the Merger or the other transactions contemplated hereby.
Board Approval; Required Vote. (a) The Board of Directors of the Company has, at a meeting duly called and held, by a unanimous vote of all directors: (i) approved and declared advisable this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company Stockholders; (iii) resolved to recommend to the Company Stockholders (A) the approval of the Merger and the other transactions contemplated hereby and (B) the approval and adoption of this Agreement; and (iv) directed that this Agreement be submitted to the Company Stockholders for their approval and adoption.
(b) The Requisite Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement, the Merger or the other transactions contemplated hereby.
Board Approval; Required Vote. The Board of Directors, at a meeting duly called and held, has (i) duly and validly approved and taken all corporate action required to be taken by the Board of Directors to authorize the consummation of the Merger and the Transactions, and (ii) resolved to recommend that the shareholders of Company approve and adopt this Agreement and the Merger (the "Company Board Recommendation").
Board Approval; Required Vote. (a) The board of directors of the Company has, as of the date of this Agreement, determined (i) that the Mergers are fair to, and in the best interests of the Company and its Members, and (ii) to, subject to Section 5.16, recommend that the Members of the Company approve this Agreement.
(b) The Requisite Member Approval is the only vote of the holders of any class or series of the Company Membership Interests necessary to approve and adopt this Agreement or the other transactions contemplated hereby.
Board Approval; Required Vote. (a) The Company Board has, at a meeting duly called and held at which all members were present or by a unanimous written consent: (i) approved, declared advisable and adopted this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to and in the best interest of the Company and its stockholders; and (iii) resolved to recommend to the stockholders of the Company to accept the Offer and approve and adopt this Agreement and approve the transactions contemplated by this Agreement; and (iv) directed that this Agreement be submitted to the stockholders of the Company for their approval and adoption. As of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.
(b) The Requisite Stockholder Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement, the Merger or the other transactions contemplated hereby.
Board Approval; Required Vote. (a) The Board of Directors of the Company has: (i) approved and declared advisable this Agreement; (ii) determined that the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and its members; and (iii) has recommended to the Company’s Members (A) the approval of the transactions contemplated hereby, and (B) the approval and adoption of this Agreement.
(b) The Requisite Member Approval is the only vote of the holders of any class or series of the Company Membership Interests necessary to approve and adopt this Agreement or the other transactions contemplated hereby.
Board Approval; Required Vote. The board of managers of the Company has, as of the date of this Agreement, determined (i) that the transactions contemplated by this Agreement are fair to, and in the best interests of the Company and its Members, and (ii) to recommend that the Members of the Company approve this Agreement.
Board Approval; Required Vote. (a) The Board of Directors of the Company has, by written consent: (i) approved and declared advisable this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and its stockholders; (iii) recommended to the Company stockholders (A) the approval of the Merger and the other transactions contemplated hereby and (B) the approval and adoption of this Agreement; and (iv) directed that this Agreement be submitted to the Company stockholders for their approval and adoption.
(b) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement, the Merger or the other transactions contemplated hereby.
