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.

Appears in 4 contracts

Samples: Merger Agreement (Celunol Corp), Merger Agreement (Diversa Corp), Agreement and Plan of Merger and Reorganization (Favrille Inc)

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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.

Appears in 4 contracts

Samples: Merger Agreement (Tannenhauser Robert), Merger Agreement (Sunsource Inc), Merger Agreement (BLC Financial Services Inc)

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.

Appears in 2 contracts

Samples: Merger Agreement (Prime Hospitality Corp), Merger Agreement (Cri Esh Partners Lp)

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.

Appears in 2 contracts

Samples: Merger Agreement (Medicines Co /De), Merger Agreement (Volcano Corp)

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.

Appears in 2 contracts

Samples: Merger Agreement (Trusted Information Systems Inc), Merger Agreement (Smaha Stephen E)

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.

Appears in 2 contracts

Samples: Merger Agreement (Grand Prix Association of Long Beach Inc), Merger Agreement (Dover Downs Entertainment Inc)

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.

Appears in 2 contracts

Samples: Merger Agreement (Essef Corp), Merger Agreement (Pentair Inc)

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.

Appears in 2 contracts

Samples: Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc), Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (On2com Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Visual Networks Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Goodrich B F Co)

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.

Appears in 1 contract

Samples: Merger Agreement (Allied Capital Corp)

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.

Appears in 1 contract

Samples: Merger Agreement (Millennium Pharmaceuticals Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Lukens Medical Corp)

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.

Appears in 1 contract

Samples: Merger Agreement (Servicesoft Technologies Inc)

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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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lycos Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Thermo Process Systems Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Rotary Power International Inc)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Bioscience Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Volcano CORP)

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.

Appears in 1 contract

Samples: Merger Agreement (Security Dynamics Technologies Inc /De/)

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.

Appears in 1 contract

Samples: Merger Agreement (Volcano CORP)

Company Action. The board Board of directors Directors of the Company (at a meeting duly called and held in accordance compliance with the Company Constituent DocumentsDelaware Law or by written consent) has (a) unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholdersfair to the Stockholders, (b) approved the Merger in accordance with the provisions of Delaware Law, and (bc) unanimously 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.

Appears in 1 contract

Samples: Merger Agreement (Daou Systems Inc)

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.

Appears in 1 contract

Samples: Merger Agreement (Ameritrans Capital Corp)

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