Common use of Company Action Clause in Contracts

Company Action. The board of directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documents) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, and (b) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approval.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) unanimously approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of this Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted to for consideration by the Company's stockholders of at the Company for approvalMeeting.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsunanimous vote of all directors (i) has (a) unanimously determined that the Merger transaction contemplated herein is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the corporate laws of the State of Delaware, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approvaltheir adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, and (b) unanimously approved the Merger in accordance with the provisions of Delaware Law, and (c) recommended the approval of this Agreement and the Merger by the stockholders holders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approvalCommon Stock.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of its directors (a) unanimously determined that the Merger is advisable fair to and in the best interests of the Company and its stockholdersshareholders, and (b) unanimously recommended approved the Merger in accordance with the provisions of Section 251 of the DGCL and (c) resolved to recommend the approval of this Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted to for consideration by the Company's stockholders of at the Company for approvalMeeting.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documents) has unanimous vote of all directors: (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, and ; (b) unanimously recommended the approval of adopted this Agreement and in accordance with the Merger by the stockholders provisions of the Company DGCL; and (c) directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholdersshareholders, (b) approved the Merger and the transactions contemplated by this Agreement in accordance with the provisions of the GCL, and (bc) unanimously recommended the approval of this Agreement and the Merger by the stockholders holders of the Company Stock and directed that this Agreement and the Merger be submitted to for consideration by the stockholders Company's shareholders at the meeting of the Company for approvalshareholders contemplated by Section 3.7.

Company Action. The board of directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of directors (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (b) approved the Merger in accordance with the provisions of Section 1701.78 of the OGCL, and (bc) unanimously recommended the approval of this Merger Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's shareholders entitled to vote thereon at the stockholders of the Company for approvalShareholders' Meeting.

Company Action. The board of directors of the Company (at a meeting duly called and held or by written consent in accordance with the Company Constituent Documents) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholdersthe Company Stockholders, has approved this Agreement and declared it advisable and (b) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company Stockholders for approval.

Company Action. The board Board of directors Directors of the Company (Company, by unanimous written consent or at a meeting duly called and held in accordance with the Company Constituent Documents) held, has (ai) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholdersshareholders, (ii) approved the Merger and this Agreement in accordance with the provisions of the CGCL and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company's shareholders for their approval and resolved to recommend that the Company's shareholders vote in favor of the Company for approvalapproval of this Agreement and the Merger.

Company Action. The board Board of directors Directors of the Company (at Company, by unanimous -------------- written action in lieu of a meeting duly called and held in accordance with the Company Constituent Documents) has (ai) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholdersshareholders, (ii) adopted this Agreement in accordance with the provisions of the Utah Revised Business Corporation Act, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for approvaltheir adoption and approval and resolved to recommend that such shareholders vote in favor of the adoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of directors (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholdersshareholders, (b) approved this Merger Agreement in accordance with the provisions of Section 1922 of the PBCL, and (bc) unanimously recommended determined to recommend the approval of this Merger Agreement and the Merger by the stockholders holders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approvalCommon Stock.

Company Action. (a) The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsrequisite vote of the directors (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board of directors of the Company (at a meeting duly called and held or by written consent in accordance with the Company Constituent Documents) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholdersshareholders, and (b) unanimously recommended the approval of this Agreement and the Merger by the stockholders shareholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders shareholders of the Company for approval.

Company Action. (a) The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsunanimous vote of all directors present (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Washington Act, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is Agreement and the Merger are advisable and fair and in the best interests of the Company and its stockholders, and (b) unanimously approved the Merger Agreement in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of this Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted to for consideration by the Company's stockholders of at the Company for approvalMeeting.

Company Action. The board Board of directors Directors of the Company (at Company, pursuant to a meeting duly called and held in accordance with the Company Constituent Documents) unanimous written consent, has (ai) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, and (bii) unanimously recommended the approval of adopted this Agreement and in accordance with the Merger by the stockholders provisions of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approval.Delaware General Corporation Law, and

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) unanimously approved the Merger in accordance with the provisions of Section 302A.613 of the Minnesota Corporation Law and (c) recommended the approval of this Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted to for consideration by the Company's stockholders of at the Company for approvalMeeting.

Company Action. The board of directors of the Company (at a meeting duly called and held or by written consent in accordance with the Company Constituent Documents) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, and (b) unanimously recommended the approval of this Agreement Agreement, the Company Charter Amendment and the Merger by the stockholders of the Company and directed that this Agreement Agreement, the Company Charter Amendment and the Merger be submitted to the stockholders of the Company for approval.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsat which a quorum was present) has by the requisite vote of all directors present (ai) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (ii) approved the merger in accordance with the provisions of Section 11.03 of the VBCA, and (biii) unanimously recommended the approval of this Merger Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approvalconsideration by its stockholders.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) unanimously adopted the Merger and this Agreement in accordance with the applicable provisions of the New York Corporation Law and (c) recommended the approval adoption of this Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted to for consideration by the Company's stockholders of at the Company for approvalMeeting.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsunanimous vote of all directors (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a -------------- meeting duly called and held in accordance with the Company Constituent Documentsat which a quorum was present) has by the requisite vote of all directors present (ai) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (ii) approved the merger in accordance with the provisions of Section 11.03 of the VBCA, and (biii) unanimously recommended the approval of this Merger Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approvalconsideration by its stockholders.

Company Action. The board Board of directors Directors of the Company (at a Company, by special meeting of the Company's Board of Directors duly called held and held in accordance with the Company Constituent Documents) called, has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, and (b) unanimously recommended the approval of adopted this Agreement in accordance with the provisions of Delaware Law, and the Merger by the stockholders of the Company and (c) directed that this Agreement and the Merger be submitted to the Company's stockholders for their adoption and approval and resolved to recommend that Company's stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (Company, by -------------- unanimous written consent or at a meeting duly called and held in accordance with the Company Constituent Documents) held, has (ai) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholdersshareholders, (ii) approved the Merger and this Agreement in accordance with the provisions of the DGCL, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company shareholders for their approval and resolved to recommend that the Company's shareholders vote favor of the Company for approvalapproval of this Agreement and the Merger.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsunanimous vote of all directors (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the New York Business Corporation Law, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board of directors of the Company (at a meeting duly called and held or by written consent in accordance with the Company Constituent Documents) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, and (b) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approval.

Company Action. The board Board of directors Directors of the Company (Company, by unanimous written consent or at a meeting duly called and held in accordance with the Company Constituent Documents) held, has (ai) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholdersshareholders, (ii) approved the Merger and this Agreement in accordance with the provisions of the CGCL, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company shareholders for their approval and resolved to recommend that the Company's shareholders vote favor of the Company for approvalapproval of this Agreement and the Merger.

Company Action. (a) The board Board of directors Directors of the Company (pursuant to written consent or at a meeting duly called and held in accordance with the Company Constituent Documents) after due deliberation has (ai) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) determined that the consideration to be paid for each outstanding Company Security in the Merger is fair to and in the best interests of the Company and its stockholders, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders of the Company for approvalCompany.

Company Action. The board Board of directors Directors of the Company (Company, by -------------- unanimous written consent or at a meeting duly called and held in accordance with the Company Constituent Documents) held, has (ai) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholdersshareholders, (ii) approved the Merger and this Agreement in accordance with the provisions of the CGCL, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company shareholders for their approval and resolved to recommend that the Company's shareholders vote favor of the Company for approvalapproval of this Agreement and the Merger.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsmajority vote of all directors present (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsunanimous vote of all directors present (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the unanimous vote of all directors present (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders, and (b) unanimously approved the Merger in accordance with the provisions of Section 251 of the DGCL, and (c) recommended the approval of this Agreement and the Merger by the stockholders holders of the Company Stock and directed that this Agreement and the Merger be submitted to for consideration by the Company's stockholders at the meeting of the Company for approvalstockholders contemplated by Section 3.6.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documents) has unanimous vote of all directors: (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, and shareholders; (b) unanimously recommended the approval of adopted this Agreement and in accordance with the Merger by the stockholders provisions of the Company CGCL; and (c) directed that this Agreement and the Merger be submitted to the stockholders Company Shareholders for their adoption and approval and resolved to recommend that Company Shareholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, and (b) unanimously recommended the approval of approved this Agreement and the Merger by Stock Option Agreement and the stockholders of transactions contemplated hereby and thereby, including the Company and Merger, (c) directed that this Agreement be submitted for consideration by the Company's stockholders and (d) approved this Agreement, the Stock Option Agreement and the Merger be submitted to the stockholders for purposes of Section 14A:10A-4 of the Company for approvalState Act.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsrequisite vote of the directors (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (Company, at a meeting duly called and held in accordance with held, has by the Company Constituent Documentsunanimous vote of all directors (i) has (a) unanimously determined that the Merger is advisable fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (biii) unanimously recommended the approval of this Agreement and the Merger by the stockholders of the Company and directed that this Agreement and the Merger be submitted to the stockholders Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the Company for approvaladoption of this Agreement and the approval of the Merger.

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance with the Company Constituent Documentsheld) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, and (b) unanimously approved the Merger in accordance with the provisions of Section 251 of the DGCL, (c) recommended the approval of this Agreement and the Merger by the stockholders holders of the Company Common Stock and directed that this Agreement and the Merger be submitted to for consideration by the stockholders of Company's shareholders at the Company for approvalMeeting.