Common use of Board Recommendation Clause in Contracts

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and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (PMC Sierra Inc), Merger Agreement (Skyworks Solutions, Inc.)

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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 Offer and the Merger and the other transactions contemplated hereby and thereby, (c) subject to Section 6.37.3, resolved to recommend that the stockholders of the Company approve this Agreement tender their shares into the Offer, ((a), (b) and the Merger (such recommendationc) together, 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and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 4 contracts

Samples: Merger Agreement (Ipass Inc), Merger Agreement (PARETEUM Corp), Merger Agreement (Microsemi Corp)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this AgreementAgreement and the Transactions, including the Merger Merger, and the other transactions contemplated hereby and thereby, (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of the Company approve this Agreement and each of the Merger (such recommendation, the “Board Recommendation”)Transactions by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 3 contracts

Samples: Merger Agreement (Flow International Corp), Agreement and Plan of Merger (Flow International Corp), Merger Agreement (Flow International Corp)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the transactions contemplated hereby, including the Merger Merger, and the other transactions contemplated hereby and thereby, (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”), and, as each of the date transactions contemplated hereby to the holders of this AgreementCompany Stock, and none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 2 contracts

Samples: Merger Agreement (Gsi Commerce Inc), Merger Agreement (Gsi Commerce Inc)

Board Recommendation. The Company’s board of directors has unanimously (a) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholdersshareholders, (b) approved and adopted this Agreement, including the Merger and the other transactions contemplated hereby and thereby, and (c) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Agreement, the Merger and approval of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”)by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Merger Agreement (Aquantive Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Merger, including the Merger, are advisable and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this AgreementAgreement and the Merger, including the Merger Merger, and the other transactions contemplated hereby and thereby, (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”)by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Merger Agreement (Intelli Check Mobilisa, Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Transactions, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this Agreement, including the Merger Agreement and the other transactions contemplated hereby Transactions, and thereby, (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders each of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”)Transactions be approved by Company’s stockholders, and, as of the date of this Agreement, none of such the aforesaid actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationwide Financial Solutions, Inc.)

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Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the transactions contemplated hereby, including the Merger Merger, and the other transactions contemplated hereby and thereby, (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”), and, as each of the date transactions contemplated hereby by the holders of this AgreementCompany Stock, and none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Merger Agreement (Gsi Commerce Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the Transactions, including the Merger and the other transactions contemplated hereby and thereby, and (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of the Company approve this Agreement and each of the Merger (such recommendation, the “Board Recommendation”)Transactions by Company’s stockholders, and, as of the date of this Agreement, none of such the aforesaid actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covance Inc)

Board Recommendation. The A majority of Company’s board of directors directors, with no members of the board dissenting, has (ai) determined that this Agreement and the Merger Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the Transactions, including the Merger Merger, and the other transactions contemplated hereby and thereby, (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of the Company approve this Agreement and each of the Merger (such recommendation, the “Board Recommendation”)Transactions by Company’s stockholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Merger Agreement (F5 Networks Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this Agreement, including approval of the Merger and the other transactions contemplated hereby and thereby, and (ciii) subject to Section 6.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Agreement, the Merger and approval of the Company approve this Agreement and the Merger (such recommendation, the “Board Recommendation”)by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Samples: Merger Agreement (Compliance Systems Corp)

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