Board of Directors Action. No action taken by the Board of Directors of the Company (including the withdrawal, modification or amendment of the Company Board Recommendation that the shareholders of the Company vote in favor of the adoption of the Merger Agreement) shall modify, alter, change or otherwise affect the obligations of Stockholder hereunder, subject to Section 5.01.
Board of Directors Action. (a) The Board of Directors of Buyer (at a meeting duly called and held) has by the requisite vote of all directors present (a) determine that the Merger is advisable and in the best interests of the Buyer and its shareholders, (b) resolved to recommend the approval of this Agreement and the Merger and the issuance of Buyer Shares in connection therewith by the holders of the Buyer Shares and directed that the Merger be submitted for consideration by the holders of the Common Stock, and (c) adopted a resolution to elect not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the transactions contemplated by this Agreement.
(b) The Board of Directors of Merger Sub (at a meeting duly called and held) has by the requisite vote of all directors present (a) determine that the Merger is advisable and in the best interests of the Merger Sub and its shareholders, (b) resolved to recommend the approval of this Agreement and the Merger and directed that the Merger be submitted for consideration by the holders of the Merger Sub Shares, and (c) adopted a resolution to elect not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the transactions contemplated by this Agreement.
Board of Directors Action. Effective as of the Effective Date, Scio and the Board of Directors of Scio (“Board”) have taken the following actions, as applicable:
A. the Board has duly adopted the resolutions contained in the consent attached hereto as Exhibit A (the “Consent”)
B. Scio has executed Amendment No. 1 (the “Poison Pill Amendment”) to the Rights Agreement, dated as of April 14, 2014, between the Company and Empire Stock Transfer Inc. (“Empire”) and has delivered a copy to the Save Scio Group;
C. all existing members of the Board of Scio, consisting of Xxxxxx X. Xxxxx, Xxxxxx XxXxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxx, and Xxxxx Xxxxx have tendered their resignations as directors and officers, if applicable, to Scio.
D. Xxxxxx XxXxxxx and Xxxxx Xxxx have returned all shares and compensation (other than reasonable fees for Board meetings and, in the case of Xx. XxXxxxx, for consultation services provided as an interim officer of Scio, through the Effective Date) to Scio.
Board of Directors Action. The Board of Directors of L360 has (i) determined that the Merger is fair and in the best interests of L360 and its shareholders, (ii) adopted this Agreement in accordance with the provisions of the corporate laws of the State of Florida, as applicable, and (iii) directed that this Agreement and the Merger be submitted to the shareholders for their adoption and approval and resolved to recommend that the shareholders vote in favor of the adoption of this Agreement and the approval of the Merger
Board of Directors Action. The Board of Directors of SynQuest has (a) determined that this Agreement and the Merger are advisable as contemplated under Section 14-2-1103 of the GBCC and in the best interests of SynQuest and its shareholders, (b) resolved to recommend the approval of this Agreement and the Merger by the SynQuest shareholders and directed that the Merger be submitted for consideration by the holders of SynQuest capital stock.
Board of Directors Action. The Board of Directors shall determine the development of the adopted Program, shall decide when consensus has been reached, and shall take appropriate action.
Board of Directors Action. The Company represents and warrants that the resolutions attached hereto as Exhibit 15 have been duly adopted by the Board of Directors and are, and will be, in full force and effect as of the Termination Date.
Board of Directors Action. The parties agree that during the ------------------------- Term, the taking of any of the actions listed below by the Company shall require the unanimous vote of all of the directors of the Company:
(i) the sale, lease or other disposition of all or substantially all of the Company's assets or business;
(ii) the creation of, or the modification of any of the terms of, any of the following financial arrangements: any security interest on any of the Company's material assets or properties other than in the ordinary course of the Company's business; any guarantee by the Company of the obligations of any third party, whether a Stockholder, a director or employee of the Company or otherwise; or any indebtedness for borrowed money, except for (x) indebtedness for borrowed money incurred in the ordinary course of the Company's business not in excess of $100,000 and (y) indebtedness for borrowed money to Omnicom or any subsidiary thereof;
(iii) entering into any business other than, or any transaction outside, the normal business activities of the Company and related activities;
(iv) the amendment of the Company's Certificate of Incorporation or By-Laws;
(v) any increase or decrease in the capitalization of the Company including any creation of or increase in the Company's bonded indebtedness;
(vi) the issuance or sale of stock or other securities of the Company, or stock options, warrants or obligations convertible into such stock or securities, except pursuant to options granted or to be granted under any option plan existing as of the date hereof;
(vii) any acquisition by the Company of the stock, assets or business of another corporation or entity or any investment by the Company of corporate funds in another corporation or entity;
(viii) the merger, consolidation or amalgamation of the Company with and into another corporation or entity, or of any other corporation or entity with and into the Company;
(ix) the liquidation or dissolution of the Company;
(x) the entering into any lease agreement for real property or any capital expenditure relating to property, plant, equipment and intangibles, or commitment therefor, involving an amount in excess of $50,000 for each related expenditure or commitment or aggregating more than $250,000 during any calendar year not otherwise approved in accordance with Section 3.1;
(xi) the making of any loans by the Company to any employee other than (x) travel and business expense advances to employees in the ordinary course of...
Board of Directors Action. The Board of Directors of Tilion has (a) determined that this Agreement and the Merger are advisable as contemplated under Section 251 of the DGCL and in the best interests of Tilion and its stockholders, (b) resolved to recommend the approval of this Agreement and the Merger by the Tilion stockholders and directed that the Merger be submitted for consideration by the holders of Tilion Capital Stock.
Board of Directors Action. BY CLEARWORKS, CLEARWORKS INTEGRATION, AND THE COMPANIES. Prior to the Closing, the Board of Directors of ClearWorks, ClearWorks Integration, and the Companies, shall:
(a) effect the authorization and approval of this Agreement and the transactions contemplated thereby; and
(b) take such other actions as the directors may determine are appropriate.
