Board Recommendation; State Takeover Statutes. The board of directors of the Company has (a) approved and adopted this Agreement, (b) determined that this Agreement and the transaction contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the stockholders of the Company, (c) resolved to recommend adoption of this Agreement to the stockholders of the Company, and (d) resolved that the Company take all action necessary to make inapplicable any restrictions on the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement that may result from the provisions of all applicable state Takeover Laws including, but not limited, to Section 203 of the DGCL.
Appears in 2 contracts
Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
Board Recommendation; State Takeover Statutes. The board of directors of the Company has (a) approved and adopted this AgreementAgreement and declared it advisable, (b) determined that this Agreement and the transaction contemplated by this Agreement Voting Agreements are advisable, fair to and in the best interests of the Company and the stockholders of the Company, (c) resolved to recommend adoption of this Agreement to the stockholders of the Company, and (d) resolved that the Company take all action necessary to make inapplicable any restrictions on the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement that may result from the provisions of all applicable state Takeover Laws including, but not limited, to Section 203 of the DGCLDelaware Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Board Recommendation; State Takeover Statutes. The board of directors of the Company has (a) approved and adopted this AgreementAgreement and declared it advisable, (b) determined that this Agreement and the transaction contemplated by this Agreement are is advisable, fair to and in the best interests of the Company and the stockholders of the Company, (c) resolved to recommend adoption of this Agreement to the stockholders of the Company, and (d) resolved that the Company take all action necessary to make inapplicable any restrictions on the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement that may result from the provisions of all applicable state Takeover Laws including, but not limited, to Section 203 of the DGCLDelaware Law.
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