Board Approvals; Vote Required Sample Clauses

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other Transactions to be consummated by the Company, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions to be consummated by the Company, including the Merger, and (iii) resolved, subject to Section 6.03(d), to recommend adoption of this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (b) Assuming the accuracy of the representations and warranties in Section 4.04, the affirmative vote of the holders of a majority of all outstanding shares of Company Common Stock to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities necessary to approve and adopt this Agreement and consummate the Merger.

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously: (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (ii) adopted this Agreement and approved the Transactions, (iii) resolved, subject to Section 6.03(e), to recommend adoption of this Agreement by the shareholders of the Company (such recommendation, the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s shareholders. (b) Assuming the accuracy of the representations and warranties in Section 4.05, the affirmative vote of the holders of two-thirds of all outstanding shares of Company Common Stock to adopt this Agreement (the “Company Shareholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities necessary to approve this Agreement and consummate the Transactions.

Board Approvals; Vote Required and Section 3.25 (Brokers) and shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to another date (in which case such representations and warranties shall be true and correct in all respects on and as of such other date), other than such failures to be true and correct that are de minimis;

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions, (iii) resolved, subject to Section 6.03(e), to recommend adoption of this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders. (b) Assuming the accuracy of the representations and warranties in Section 4.04, the affirmative vote of the holders of a majority of all outstanding shares of Company Common Stock to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of the capital stock or other securities of the Company necessary to approve this Agreement and consummate the Transactions.

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other Transactions to be consummated by the Company, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by the Company of the Transactions to be consummated by it, including the Merger, (iii) resolved, subject to Section 6.03(e), to recommend adoption of this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders. (b) Assuming the accuracy of the representations and warranties in Section 4.04, the affirmative vote of the holders of a majority of all outstanding shares of Company Common Stock to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities necessary to approve this Agreement and consummate the Merger.

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously (i) determined that, on the terms and subject to the conditions set forth in this Agreement, this Agreement, the Offer, the Back-End Transactions and the other Transactions to be consummated by the Company are in the best interests of the Company and the sustainable success of its business, having considered the interests of its shareholders, employees and other relevant stakeholders, (ii) duly authorized and approved the execution and delivery of this Agreement, and the performance by the Company of its obligations under this Agreement and the consummation by the Company of the Offer, the Back-End Transactions and the other Transactions to be consummated by the Company, (iii) resolved, subject to Section 5.02(e), to support the Offer and the other Transactions, to recommend acceptance of the Offer by the Company’s shareholders and to recommend that the Company’s shareholders vote for approval and adoption of the matters set forth in Section 1.04(a) (such recommendation, the “Company Board Recommendation”), and (iv) resolved that the Company shall pursue the Transactions on the terms, and subject to the provisions, of this Agreement. (b) Other than (i) the approvals to be sought at the EGM (or any Subsequent EGM) as described in Section 1.04(a)(i) through Section 1.04(a)(iii), and (ii) the adoption of any resolutions of the management board and general meeting of New TopCo to effect the Back-End Transactions (which the Company shall reasonably procure to be taken), no shareholder votes are necessary for the Company or any Company Subsidiary to authorize this Agreement or to consummate the Transactions in accordance with the terms and subject to the conditions set forth in this Agreement.

Board Approvals; Vote Required. (a) The Classic Board, by resolutions duly adopted by unanimous written consent, in accordance with the recommendation of the Special Committee of Classic's Board pursuant to the resolutions duly adopted by unanimous vote of the Special Committee at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Liquidation and Indemnification Agreement and the Note Purchase Agreement are fair to and in the best interests of Classic and its stockholders, (ii) approved this Agreement, the Liquidation and Indemnification Agreement and the Note Purchase Agreement and declared their advisability, (iii) recommended that the stockholders of Classic approve and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by Classic's stockholders at the Stockholders' Meeting. (b) The only vote of the holders of any class or series of capital stock of Classic necessary to approve this Agreement and the transactions contemplated hereby is the affirmative vote of the holders of two thirds of the outstanding shares of common stock, par value $0.01, of Classic in favor of the approval and adoption of this Agreement.

Board Approvals; Vote Required. (a) The Company Board, at a meeting duly called and held, has unanimously adopted resolutions effecting the Company Board Recommendation. As of the Agreement Date, the Company Board Recommendation has not been amended, rescinded or modified. (b) Assuming the accuracy of the representations and warranties in Section 4.04, the affirmative vote of the holders of Shares representing a majority of the voting power of the then-outstanding Shares is the only vote required, if and to the extent required by the MBCA, of the holders of any class or series of capital stock or other Equity Interests of the Company to adopt this Agreement and to approve and consummate the Merger (the “Company Shareholder Approval”).