Common use of Board Approval Clause in Contracts

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Reorganization (PDF Solutions Inc)

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Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Paypal Inc), Agreement and Plan of Reorganization (Multex Com Inc), Agreement and Plan of Reorganization (Uproar Inc)

Board Approval. The Board of Directors of Target has unanimously has, as of the date -------------- of this Agreement, determined (i) approved this Agreement and the Merger, (ii) determined in its reasonable business judgment that the Merger is fair from a financial point of view to, and in the best interests of the stockholders of of, Target and is on terms that are fair to such stockholders its stockholders, and (iiiii) recommended to recommend that the stockholders of Target approve and adopt this Agreement and approve the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Pure Atria Corp), Agreement and Plan of Reorganization (Rational Software Corp)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the transactions contemplated hereby and the Merger, (ii) determined that has submitted this Agreement to the Merger is in the best interests of the stockholders shareholders of Target for approval, and is on terms that are fair to such stockholders and (iii) has recommended that the stockholders of Target such shareholders approve this Agreement and the MergerMerger and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)

Board Approval. The Board of Directors of Target unanimously has unanimously (ia) declared the advisability and approved this Agreement and the Merger, (iib) determined that the Merger is in the best interests interest of the stockholders of Target and is on terms that are fair to such stockholders and (iiic) recommended that the stockholders of Target adopt and approve this Agreement and the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc)

Board Approval. The Board of Directors of Target has unanimously (i) unanimously approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)

Board Approval. The Target Board of Directors of Target (at a meeting duly -------------- and validly called and held) has duly and validly (a) unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of the stockholders of Target and is on terms that are fair to such stockholders stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by Target and unanimously approved this Agreement and the Merger, and (iiic) unanimously recommended that the stockholders of Target approve adopt this Agreement and the MergerAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)

Board Approval. The Board of Directors of Target has unanimously has, on or prior to the date hereof, (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.such

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Cardiometrics Inc)

Board Approval. The Board of Directors of Target has unanimously (i) -------------- approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Fogdog Inc), Agreement and Plan of Reorganization (Kana Communications Inc)

Board Approval. The Board of Directors of Target has unanimously has, as of the date of this Agreement, determined (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of Target and is on terms that are fair to such stockholders its shareholders, and (iiiii) recommended to recommend that the stockholders shareholders of Target approve and adopt this Agreement and approve the Merger.

Appears in 2 contracts

Samples: Plan and Agreement of Merger (Avocent Corp), Plan and Agreement of Merger (Equinox Systems Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and consummation of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests interest of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Legato Systems Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)

Board Approval. The Board of Directors of Target has unanimously -------------- (except that Xxxxx Xxxx, a director of Target, has abstained from voting on such matters) (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests interest of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Affiliates Agreement (Qualix Group Inc)

Board Approval. The A majority of the Board of Directors of Target has unanimously (i) approved this Agreement, the Agreement of Merger, all Target Ancillary Agreements and the Merger, and (ii) determined that such agreements and the Merger is are in the best interests of the stockholders of Target Shareholders and is are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the MergerShareholders.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

Board Approval. The Board of Directors of Target has unanimously (ia) approved this Agreement and the Merger, (iib) determined that this Agreement and the Merger is are advisable and in the best interests of the stockholders of Target and is are on terms that are fair to such stockholders and (iiic) recommended that the stockholders of Target Stockholders approve this Agreement and consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.)

Board Approval. The Board of Directors of Target has unanimously has, prior to the date hereof, (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.such

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Endosonics Corp)

Board Approval. The Board of Directors of Target has unanimously (ia) approved this Agreement and the Merger, (iib) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iiic) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netlibrary Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders Target, and (iii) recommended that the stockholders of Target approve this Agreement and consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Guard Group Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests interest of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Micromuse Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger is are advisable and in the best interests of the stockholders of Target and is are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target Stockholders approve this Agreement and consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Interactive Media Inc)

Board Approval. The Board of Directors of Target has has, prior to -------------- the date hereof, unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended determined to recommend that the stockholders of Target approve this Agreement and consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the MergerAgreement, (ii) determined that the Merger is transactions contemplated herein are advisable and in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the MergerAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) has determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended will recommend that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ods Networks Inc)

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Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the MergerReorganization (including the Articles contemplated therein), (ii) determined that the Merger Reorganization is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and consummation of the MergerReorganization.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Softnet Systems Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement, the Agreement of Merger, the Merger and the Merger, Restated Articles (ii) determined that the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement, the Agreement of Merger, the Merger and the MergerRestated Articles.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ess Technology Inc)

Board Approval. The Board of Directors of Target has has, as of the date -------------- of this Agreement, unanimously (i) approved this Agreement and the Mergertransactions contemplated hereby, (ii) determined that the Merger is advisable and fair to, and in the best interests of the stockholders of Target and is on terms that are fair to such its stockholders and (iii) recommended determined to recommend that the stockholders of Target approve and adopt this Agreement and approve the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Com Inc)

Board Approval. The Board of Directors of Target has -------------- unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netcentives Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved approved, this Agreement and the Merger, (ii) determined that the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Step One Merger, (ii) determined that the Step One Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Step One Merger.

Appears in 1 contract

Samples: Agreement and Plan (PDF Solutions Inc)

Board Approval. The Board of Directors of Target has unanimously (i) unanimously approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network Appliance Inc)

Board Approval. The Board of Directors of Target has unanimously has, as of the date -------------- of this Agreement, determined (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable for, and in the best interests of the stockholders of Target and is on its stockholders, and, (ii) subject to the terms that are fair and conditions set forth in this Agreement, to such stockholders and (iii) recommended recommend that the stockholders of Target approve and adopt this Agreement and approve the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Petsmart Com Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Mergertransactions contemplated hereby, (ii) determined that the Merger is transactions contemplated hereby are in the best interests of the stockholders shareholders of Target and is are on terms that are fair to such stockholders holders and (iii) recommended that the stockholders shareholders of Target approve enter into this Agreement and sell their shares of Target capital stock to Acquiror upon the Mergerterms hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cisco Systems Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Board Approval. The Board of Directors of Target has unanimously has, as of the date of this Agreement, determined (ia) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of Target and is on terms that are fair to such stockholders its shareholders (the “Target Shareholders”), and (iiib) recommended to recommend that the stockholders of Target Shareholders approve and adopt this Agreement and approve the Merger.

Appears in 1 contract

Samples: Plan and Agreement of Merger (Avocent Corp)

Board Approval. The Board of Directors of Target has unanimously -------------- (ia) approved this Agreement and the Merger, (iib) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iiic) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Escrow Agreement (Netcentives Inc)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement the Transaction Documents and the Merger, (ii) determined that the Merger is in the best interests of the stockholders of Target and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magnavision Corporation)

Board Approval. The Board of Directors of Target has unanimously (i) approved this Agreement and the Merger, (ii) determined that in its opinion the Merger is in the best interests of the stockholders shareholders of Target and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Target approve this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)

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