Board Recommendation Sample Clauses

Board Recommendation. The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.
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Board Recommendation. The board of directors of the Company, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Bank Merger, taken together, are fair to and in the best interests of the shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock approve this Agreement.
Board RecommendationExcept to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption of this Agreement at the Company Stockholders’ Meeting (the “Company Board Recommendation”) and shall reaffirm (publicly, if so requested) the Company Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Company, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (ii) the Board of Directors of Parent shall recommend that its stockholders vote in favor of the approval of the Share Issuance at the Parent Stockholders’ Meeting (the “Parent Board Recommendation” and together with the Company Board Recommendation, the “Board Recommendations”) and shall reaffirm (publicly, if so requested) the Parent Board Recommendation within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided, that if a tender or exchange offer relating to Parent’s securities shall have been commenced by a Person unaffiliated with Parent, such reaffirmation shall not be required less than (10) business days after such tender or exchange offer has first been published, sent or given to the Company’s securityholders), (iii) the Prospectus/Joint Proxy Statement shall include a statement to the effect that each of the Board of Directors of the Company and Parent has made such applicable Board Recommendation, and (iv) neither the Board of Directors of the Company nor the Board of Directors of Parent, nor any committee of either of them, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, their respective Board Recommendations. Nothing in this Agreement shall prohibit Parent’s Board of Directors from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (B) making any disclosure to its stockholders the failure of which to disclose would result in a breach of Parent’s Board of Directors’ fiduciary duties to its stockholders under Del...
Board Recommendation. The Board of Directors of the Company has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of the Company and recommended that the holders of the shares of Company Common Stock approve the Merger.
Board Recommendation. The Board of Directors of the Company has unanimously determined that the terms of the Exchange are fair to and in the best interests of the Selling Shareholders of the Company and recommended that the Selling Shareholders approve the Exchange.
Board RecommendationExcept to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger.
Board Recommendation. The Board of Directors of Parent has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of Parent.
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Board Recommendation. SECTION 3.21
Board Recommendation. The Company’s board of directors has (a) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, (b) approved this Agreement, including the Merger and the other transactions contemplated hereby and thereby, (c) subject to Section 6.3, resolved to recommend that the stockholders of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”), and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.
Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: (i) the Board shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; and (iii) neither the Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Purchasers, the unanimous recommendation of the Board that the Company's stockholders vote in favor of and adopt and approve the Board Proposals.
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