Common use of Board Recommendations Clause in Contracts

Board Recommendations. The Board of Directors of the Company, at a meeting duly called and held prior to the date hereof, has by a majority vote of those directors present (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of the Shareholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock approve this Agreement and the transactions contemplated in this Agreement, subject to Section 6.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (May Department Stores Co)

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Board Recommendations. The Board of Directors of the Company, at a meeting duly called and held prior to the date hereofheld, has by a majority vote of those directors present (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of the Shareholders stockholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock approve this Agreement and the transactions contemplated in this Agreement, subject to Section 6.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (May Department Stores Co)

Board Recommendations. The Board of Directors of the Company, at a meeting duly called and held prior to the date hereofheld, has by a majority vote of those the directors present (which directors constituted a quorum) (i) determined that this Agreement and the transactions contemplated by this hereby, including the Merger, and the Voting Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of the Shareholders stockholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock Shares approve this Agreement and the transactions contemplated in this Agreementherein, subject to Section 6.2.including the Merger. SECTION 3.25

Appears in 1 contract

Samples: Agreement and Plan of Merger and Recapitalization (Wheels Mergerco LLC)

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Board Recommendations. The Board of Directors of the Company, at a meeting duly called and held prior to the date hereofheld, has by a majority vote of those the directors present (which directors constituted a quorum) (i) determined that this Agreement and the transactions contemplated by this hereby, including the Merger, and the Voting Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of the Shareholders stockholders of the Company and has approved the same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock Shares approve this Agreement and the transactions contemplated in this Agreementherein, subject to Section 6.2including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Recapitalization (Xtra Corp /De/)

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