Board Approval; Rights Plan. (a) The Board of Directors of Dreyer's, by a unanimous vote of all those present at a meeting duly called and held at which all directors other than Messrs. Robert Helman and M. Steven Langman were in attendance by resolutixxx xxx xxxxxquently xxxxxxxxx xx xodified in any way, have duly (i) determined that the transactions contemplated by this Agreement are advisable, fair to and in the best interests of Dreyer's and its stockholders, (ii) approved this Agreement and (iii) determined to recommend to the stockholders of Dreyer's that such stockholders approve the Merger and adopt this Agreement and the transactions contemplated thereby.
(b) The Board of Directors of Dreyer's has taken the requisite action such that neither Nestle nor any of its Affiliates shall become an "Acquiring Person," and no "Share Acquisition Date" or "Distribution Date" (as such terms are defined in the Dreyer's Rights Agreement) will occur, by reason of the approval, execution or delivery of this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby.
Board Approval; Rights Plan. (a) The Board of Directors of General Mills, by resolutions duly adopted by unanimous vote at a meeting dulx xxxled and held and not subsequently rescinded or modified in any way, has duly (i) determined that the transactions contemplated by this Agreement are fair to and in the best interests of General Mills and its stockholders, (ii) approved this Agreement and (iii) dexxxxxned to recommend to the stockholders of General Mills that such stockholders approve the Charter Amendment and the Gexxxxx Mills Share Issuance.
(b) The Board of Directors of General Xxxxs has taken or will take prior to the Closing the requisite actiox xxxh that neither Diageo nor any of its Affiliates shall become an "Acquiring Person," and no "Share Acquisition Date" or "Distribution Date" (as such terms are defined in the General Mills Rights Agreement) will occur, solely by reason of the approval, xxxxution or delivery of this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby.
Board Approval; Rights Plan. (a) The Board of Directors of General Xxxxx, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that the transactions contemplated by this Agreement are fair to and in the best interests of General Xxxxx and its stockholders, (ii) approved this Agreement and (iii) determined to recommend to the stockholders of General Xxxxx that such stockholders approve the Charter Amendment and the General Xxxxx Share Issuance.
(b) The Board of Directors of General Xxxxx has taken or will take prior to the Closing the requisite action such that neither Diageo nor any of its Affiliates shall become an "Acquiring Person," and no "Share Acquisition Date" or "Distribution Date" (as such terms are defined in the General Xxxxx Rights Agreement) will occur, solely by reason of the approval, execution or delivery of this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby.
