Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) 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 the Company’s shareholders, (ii) approved this Agreement, and (iii) recommended that the shareholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ Meeting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunair Services Corp), Agreement and Plan of Merger (Sunair Services Corp), Agreement and Plan of Merger (Devcon International Corp)

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Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (i) determined that approved this Agreement and the Merger are fair to and in the best interests Transactions. No additional approval or vote of the Company’s shareholders, (ii) approved this Agreement, and (iii) recommended that the shareholders holders of any class or series of capital stock of the Company is necessary to adopt this Agreement and directed that this Agreement be submitted for consideration by approve the Company’s shareholders at the Company Shareholders’ MeetingTransactions.

Appears in 3 contracts

Samples: Business Combination Agreement (Vast Solar Pty LTD), Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Nabors Energy Transition Corp.)

Board Approval; Vote Required. (a) 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 the Company’s shareholders's stockholders, (ii) approved this AgreementAgreement and declared its advisability, and (iii) recommended that the shareholders stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders 's stockholders at the Company Shareholders’ MeetingStockholders' Meeting (collectively, the "Company Board Recommendation").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boca Resorts Inc), Agreement and Plan of Merger (Huizenga H Wayne)

Board Approval; Vote Required. (a) The Company Board, by unanimous written resolutions duly adopted at a meeting duly called and heldnot subsequently rescinded or modified, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company’s shareholders, and (ii) approved this Agreement, Agreement and (iii) recommended that the shareholders of Transactions. The Company has obtained the Company adopt approvals necessary under the QBCA and the Unanimous Shareholders Agreement to approve this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ MeetingTransactions.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Reorganization (Lion Electric Co), Business Combination Agreement and Plan of Reorganization (Northern Genesis Acquisition Corp.)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and is in the best interests of the Company’s shareholdersCompany and its stockholders, (ii) approved this AgreementAgreement and declared its advisability, and (iii) recommended resolved to recommend that the shareholders stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders stockholders at the Company Shareholders’ Stockholder Meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Corn Products International Inc), Agreement and Plan of Merger And (Bunge LTD)

Board Approval; Vote Required. (a) The Company Boardboard of directors of the Company, by resolutions duly adopted at a meeting duly called and heldheld or by written consent, has duly (i) determined that unanimously approved this Agreement and the Merger are fair to and in the best interests of the Company’s shareholders, (ii) approved this Agreementtransactions contemplated hereby, and (iii) recommended that the shareholders of declared it advisable for the Company adopt to enter into this Agreement and directed that this Agreement be submitted for consideration by consummate the Company’s shareholders at the Company Shareholders’ Meetingtransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blackline, Inc.), Agreement and Plan of Merger (Blackline, Inc.)

Board Approval; Vote Required. (a) The board of directors of the Company Board, by resolutions duly adopted at a meeting duly called and held, has duly duly: (i1) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company’s Company and its shareholders, ; (ii2) approved this Agreement, Agreement and the Merger; and (iii3) recommended that the shareholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by (the Company’s shareholders at the Company Shareholders’ Meeting"COMPANY BOARD APPROVAL").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of the full Company Board at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ia) determined that this Agreement and the Merger Transactions are fair to and in the best interests of the Company’s shareholders, and (iib) approved this Agreement, Agreement and (iii) recommended that the shareholders Transactions. The approval of the Company Shareholders at an extraordinary general meeting is the only vote of the Company Shareholders necessary to adopt this Agreement and directed that this Agreement be submitted for consideration by approve the Company’s shareholders at the Company Shareholders’ MeetingTransactions.

Appears in 1 contract

Samples: Business Combination Agreement (CIIG Merger Corp.)

Board Approval; Vote Required. (a) The Company BoardBoard has, by resolutions duly adopted at a meeting duly called by written consent and heldnot subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger Transactions are fair to and in the best interests of the Company’s shareholders, Company and (ii) approved this Agreement, and (iii) recommended that the shareholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ MeetingTransactions.

Appears in 1 contract

Samples: Business Combination Agreement (Union Acquisition Corp. II)

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Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, Board has duly (i) determined that this Agreement the Contemplated Transactions, including the Mergers, are advisable and the Merger are fair to to, and in the best interests of of, the Company’s shareholdersCompany and its stockholders, (ii) approved and declared advisable this AgreementAgreement and the Contemplated Transactions, and (iii) recommended that resolved to recommend the shareholders adoption of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ Meetingstockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, Board has duly unanimously (i) approved this Agreement, (ii) determined that this Agreement the Merger and the Merger other transactions contemplated herein are fair to advisable and in the best interests of the Company’s shareholders, (ii) approved this Agreement, Company Stockholders and on terms that are fair to the Company Stockholders and (iii) recommended resolved to recommend that the shareholders of the Company Stockholders adopt this Agreement and directed that this Agreement be submitted for consideration approve the Merger, and none of the aforesaid actions by the Company’s shareholders at the Company Shareholders’ MeetingBoard has been amended, rescinded or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Colt Defense LLC)

Board Approval; Vote Required. (ai) The Company Board, by resolutions duly adopted by unanimous vote at a meeting duly called and heldcalled, has duly (iA) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company’s shareholdersCompany and its stockholders and declared this Agreement and the Merger to be advisable, (iiB) approved this AgreementAgreement and the transactions contemplated hereby, including the Merger and (iiiC) recommended that the shareholders stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ MeetingAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)

Board Approval; Vote Required. (ai) The Company Board, by resolutions duly adopted by unanimous vote (with one abstention) at a meeting duly called and heldcalled, has duly (iA) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company’s shareholdersCompany and its stockholders and declared this Agreement and the Merger to be advisable, (iiB) approved this AgreementAgreement and the transactions contemplated hereby, including the Merger and (iiiC) recommended that the shareholders stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders’ MeetingAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that this Agreement Agreement, the Merger and the Merger Other Transactions are fair to and in the best interests of the Company’s Company and its shareholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the shareholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s 's shareholders at the Company Shareholders’ Meeting' Meeting (collectively, the "Company Board Recommendation").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Education Management Corporation)

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